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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☑
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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☒		Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
Section 240.14a-12
SUN COUNTRY AIRLINES HOLDINGS, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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TABLE OF CONTENTSDear Fellow Shareholders,

Letter from

Sun Country is committed to doing the CEO

April 29, 2022
Demandright thing for travel is currently higher than I have seen in my time in the airline industry. Our passengers are eagerour shareholders, customers and team members. That starts with our number one priority – safety. I’d like to travel,recognize our employees who prioritize a safe operation every flight, every day. Their dedication and professionalism contributed to a safe and successful 2023.

I’d also like to express our company’s deep appreciation for our customers and their continued loyalty to Sun Country. We believe we deliver great value through our low fares, nonstop service to popular destinations, and superior service remain incredibly popular withan on-board experience that exceeds our customers.low-cost competitors, including state-of-the-art seating, comfortable recline, in-seat power in most seats, free in-flight entertainment to our customers’ devices and complimentary beverages. We are proud to currently operate 92 scheduled service routes across 73 airportspartner with many Minnesota and Midwest-based companies to highlight their local products on our menu.

To our shareholders, thank you for believing in the United States, Mexico, Central America, Canada, and the Caribbean.

Sun Country has emerged from the COVID-19 pandemic as a strong, well-positioned airline with the potential for continued high growth, high margins and strong cash flow. Thanks to our employees and our unique business model, Sun Country has shown great resilience, making us among the top financially performing U.S. airlines over the past two years.
Our diversified business model which includescombining scheduled passenger,service with charter and cargo service, is truly unique. This diversitylines, which delivers industry leading margins and strategic flexibility. We are focused on value creation in each of service helps mitigate the impact of sector-specific downturns and allows us to keep costs low as we deploy our highly skilled workforce and our assets across our lines of business. Our model optimizes capacity allocation by market, timeWe see significant growth opportunities for our scheduled service during peak months. Further, we continue to increase charter flying in the months of year, dayreduced demand for scheduled services, particularly the months of weekMay, September and line of businessOctober. Cargo services contribute significant stability to maximize unit revenues while maintaining low unit costs.
the company with consistent flying through all seasons and economic environments.

2023 highlights

Sun Country experiencedrecorded the highest pre-tax margin of all 11 public mainline carriers.

Like the previous year, Sun Country finished in the top spot among all domestic airlines with a very strong 2021. Highlights include:

Completed an initial public offering99% completion factor in March 2021 that strengthened our balance sheetanother tough year for airline operations across the industry.

We flew more passengers, had more departures, and provides the opportunitysold more seats in 2023 than in any other year. In total, we flew more than 3.4 million passengers and had over 26,250 departures.

We produced over $1 billion in revenue for the public to investfirst time in Sun Country.

Grew our flying by 13%company’s 41-year history.

We launched 14 new summer routes in 2023 and announced 10 new routes that are starting up in summer 2024.

We won a global award from SKYTRAX for the Best Low-Cost Carrier in North America at the 2023 World Airline Awards.

Aircraft growth

In April 2023, we acquired five 737-900ERs which will remain out on a block hour basis versus pre-pandemic 2019 levels. Most other airlines shrunk significantly during this period.

Negotiated and ratified a new collective bargaining agreement with our pilots, offering highly competitive pay rates, benefits and work rules, allowing Sun Country to attract the pilots we need to support our future growth.
Signed new five-year charter service agreements with Caesars Entertainment and Major League Soccer.
Increasedoperating lease until they are inducted into our passenger fleet from 31beginning in late 2024 and continuing through 2025. We also acquired two 737-800s in 2023 which will also remain out on lease. These acquisitions provide us with revenue and growth aircraft atfor the beginning of the yearnext few years and increase our fleet to 36 by year-end, while also operating 12 dedicated freighter aircraft.
Finally, we’re poised for growth in 2022, and we expect to add eight more63 aircraft to our passenger fleet this year. with no incremental capital outlays.

Customer experience

We are in a strong financial positioncontinued to make investments to improve on our customer’s experience. In 2023, we rolled out new automation tools giving our passengers the investments neededability to meetmanage their options during travel disruptions on their own and new baggage scanning which has improved our missed baggage ratio. Launching soon, our new mobile app will further enhance the rapidly rebounding demand from our scheduled service, charterSun Country customer experience. Travelers will be able to book travel, check-in for flights, use their mobile boarding pass, and cargo customers.

manage their trips on iPhone and Android mobile devices. These initiatives not only improve the customer experience; they make us a more cost-efficient airline.

Thank you for your support ofinvestment in our business.airline. We look forward to seeinghope you atwill participate in our annual meeting of stockholders.

stockholders’ meeting.

Jude Bricker

Chief Executive Officer

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SUN COUNTRY AIRLINES HOLDINGS, INC.

2005 Cargo Road

Minneapolis, MN 55450

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

You are cordially invited to attend the 20222024 Annual Meeting of Stockholders (the “Annual Meeting”) of Sun Country Airlines Holdings, Inc. (the “Company” or “Sun Country”). The Annual Meeting will be held virtually on June 16, 2022,12, 2024, at 9:00 A.M.,a.m. Central Time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/SNCY2022SNCY2024 where you will be able to listen to the meeting live, submit questions and vote online. The Annual Meeting is being held for the following purposes:

1.
The election of Patrick Kearney, Thomas C. Kennedy1.

To reelect Jude Bricker, Dave Davis, and Antoine MunfakhKerry Philipovitch to the Board as Class IIII directors, in each case, for a term of three years expiring at the annual meeting of stockholders of the Company to be held in 2025;2027;

2.
The ratification2.

To vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers;

3.

To vote, on a non-binding, advisory basis, to approve the compensation of the Company’s named executive officers;

4.

To ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;2024; and

3.
5.

To transact such other business as may properly come before the Annual Meeting, or any postponement or adjournment thereof.

Holders of the Company’s common stock, par value $0.01 per share (“Common Stock”common stock”), of record at the close of business on April 18, 202215, 2024, are entitled to notice of, and to vote at, the Annual Meeting or any postponements or adjournments thereof.

We encourage you to access the Annual Meeting before the start time of 9:00 a.m., Central Time, on June 16, 202212, 2024, to allow ample time for online check-in. A complete list of stockholders entitled to vote at the Annual Meeting will be available onupon request during ordinary business hours at the Company’s principal place of business located at 2005 Cargo Road, Minneapolis, MN 55450, from Rose Neale, General Counsel, at least 10 days before the Annual Meeting website set forth above using the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

Meeting.

We will furnish proxy materials to our stockholders via the Internet in order to expedite stockholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting of Stockholders. Accordingly, we are mailing to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access the attached proxy statement and our annual report to stockholdersAnnual Report on Form 10-K, for the fiscal year ended December 31, 20212023, via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form.

If you have questions about the annual meeting,Annual Meeting, require assistance in submitting your proxy or voting your shares or need additional copies of the accompanying proxy statement or the proxy card, please contact Investor Relations at IR@suncountry.com.

April 29, 20222024​​
By order of the Board of Directors,

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/s/ Eric Levenhagen

Chief Administrative Officer,Rose Neale

Senior Vice President, General Counsel and Secretary

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YOUR VOTE IS IMPORTANT

Whether or not you plan to attend Sun Country Airlines Holdings, Inc.’s annual meeting,Annual Meeting, please submit your proxy or voting instructions as soon as possible. We strongly encourage you to submit your voting instructions.

We encourage you to submit your proxy or voting instructions via the Internet, which is convenient, helps reduce the environmental impact of our annual meetingAnnual Meeting and saves us significant postage and processing costs. For instructions on how to submit your proxy or voting instructions and how to vote your shares, please refer to the section entitled “Questions and Answers About the Annual Meeting”“Some Questions You May Have Regarding This Proxy Statement” beginning on page 1 of the accompanying proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING

The proxy materials and proxy statement for the Annual Meeting and the Company’s annual reportAnnual Report on Form 10-K, for the fiscal year ended December 31, 2023, are available on the Internet at ir.suncountry.com.

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PROXY STATEMENT

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PROPOSAL 1 – ELECTION— REELECTION OF DIRECTORS

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THE BOARD OF DIRECTORS

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CORPORATE GOVERNANCE

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EXECUTIVE OFFICERS

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EXECUTIVE COMPENSATION

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

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REPORT OF THE AUDIT COMMITTEE

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AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES

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PROPOSAL 2 –— SAY ON FREQUENCY

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PROPOSAL 3 — SAY ON PAY

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PROPOSAL 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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DELINQUENT SECTION 16(A) REPORTS

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STOCKHOLDER PROPOSALS

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HOUSEHOLDING MATTERS

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OTHER MATTERS

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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SUN COUNTRY AIRLINES HOLDINGS, INC.

PROXY STATEMENT

Annual Meeting of Stockholders of Sun Country Airlines Holdings, Inc. to be held on June 16, 2022

12, 2024

Some Questions You May Have Regarding This Proxy Statement

Why did I receive these proxy materials?

The Board of Directors (the “Board of Directors” or “Board”) of Sun Country Airlines Holdings, Inc. (the “Company” or “Sun Country”) is soliciting proxies for our 20222024 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held virtually on June 16, 2022,12, 2024, at 9:00 A.M.a.m., Central Time. As a stockholder as of the close of business on April 18, 2022,15, 2024, which is the record date (the “Record Date”) fixed by the Board of Directors, you are invited to attend the Annual Meeting and are entitled and urged to vote your shares on the proposals described in this proxy statement. The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of Directors and our most highly-paid executive officers, and other required information. Our annual report to stockholdersAnnual Report on Form 10-K, for the fiscal year ended December 31, 20212023 is available to review with this proxy statement. We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders on or about April 29, 2022.2024. The Notice contains instructions on how to access this proxy statement and our annual reportAnnual Report on Form 10-K, for the fiscal year ended December 31, 2023, online.

What proposals will be voted on at the Annual Meeting?

The twofour matters scheduled to be voted on at the Annual Meeting are:

1.
1.

The electionreelection of Patrick Kearney, Thomas C. KennedyJude Bricker, Dave Davis, and Antoine MunfakhKerry Philipovitch to the Board as Class IIII directors, in each case, for a term of three years expiring at the annual meeting of stockholders of the Company to be held in 2025; and2027;

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2.

To vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers;

3.

To vote, on a non-binding, advisory basis, to approve the compensation of the Company’s named executive officers; and

4.

The ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2024.

In addition, such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof may be voted on.

How can I attend the Annual Meeting?

The Annual Meeting will be held entirely online via audio webcast to allow greater participation. You may attend, vote and submit questions at the Annual Meeting by visiting www.virtualshareholdermeeting.com/SNCY2022.SNCY2024. If you are a stockholder of record, you will be asked to provide the control number from your Notice. If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, follow the instructions from your broker or bank to access the Annual Meeting.

The webcast of the Annual Meeting will begin promptly at 9:00 a.m. Central Time. We encourage you to access the meeting prior to the start time to allow reasonable time for the check-in procedures.

Who can vote at the Annual Meeting?

Anyone owning shares of Common Stockcommon stock at the close of business on April 18, 2022,15, 2024, the Record Date for this year’s Annual Meeting, is entitled to attend and to vote on all items properly presented at the Annual Meeting.

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Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, then you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card, to vote electronically at the Annual Meeting, or by Internet or by telephone, or, if you received paper copies of the proxy materials by mail, to vote by mail by following the instructions on the proxy card or voting instruction card.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If, at the close of business on the Record Date, your shares were held, not in your name, but rather in an account at a brokerage firm,broker, bank, or

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other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee regarding how to vote the shares in your account by following the voting instructions your broker, bank, or other nominee provides. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares electronically at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.
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How do I vote?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote in one of the following ways:

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You may vote electronically at the Annual Meeting. If you plan to attend the Annual Meeting, you may vote by proxy or electronically at the Annual Meeting.

During the Annual Meeting. If you plan to attend the Annual Meeting, you may vote by proxy or electronically at the Annual Meeting.

During the Meeting - Meeting—go to www.virtualshareholdermeeting.com/SNCY2022.
Have your Notice or proxy card available when you call. You will be asked to provide the control number from your Notice or proxy card.
You may vote by mail. To vote by mail, complete, sign and date the proxy card that accompanies this proxy statement and return it promptly in the postage-prepaid envelope provided (if you received printed proxy materials). Your completed, signed and dated proxy card must be received prior to the Annual Meeting.
You may vote by telephone. To vote over the telephone, call toll-free 1-800-690-6903 from any touch-tone telephone and follow the instructions. Have your Notice or proxy card available when you call. You will be asked to provide the control number from your Notice or proxy card. Telephone voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on June 15, 2022.
You may vote via the Internet. To vote via the Internet, go to www.proxyvote.com to complete an electronic proxy card (have your Notice or proxy card in hand when you visit the website). You will be asked to provide the control number from your Notice or proxy card. Internet voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on June 15, 2022.
SNCY2024.

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You may vote by mail. To vote by mail, complete, sign and date the proxy card that accompanies this proxy statement and return it promptly in the postage-prepaid envelope provided (if you received printed proxy materials). Your completed, signed, and dated proxy card must be received prior to the Annual Meeting.

•

You may vote by telephone. To vote over the telephone, call toll-free 1-800-690-6903 from any touch-tone telephone and follow the instructions. Have your Notice or proxy card available when you call. You will be asked to provide the control number from your Notice or proxy card. Telephone voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on June 11, 2024.

•

You may vote via the Internet. To vote via the Internet, go to www.proxyvote.com to complete an electronic proxy card (have your Notice or proxy card in hand when you visit the website). You will be asked to provide the control number from your Notice or proxy card. Internet voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on June 11, 2024.

Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are a beneficial owner of shares held of record by a broker, bank, or other nominee, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Beneficial owners of shares should generally be able to vote by returning the voting instruction card to their broker, bank, or other nominee, or by telephone or via the Internet. However, the availability of telephone or Internet voting will depend on the voting process of your broker, bank, or other nominee. As discussed above, if you are a beneficial owner, you may not vote your shares electronically at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee. Note that your broker, bank, or other nominee may have an earlier deadline for submission of votes than what we will utilize for holders of record.

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If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can change your vote or revoke your proxy by:

Providing another proxy, or using any of the available methods for voting, with a later date;

Notifying the Company’s Secretary in writing before the Annual Meeting that you wish to revoke your proxy; or

Attending the Annual Meeting and voting electronically. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or cast your vote electronically.

Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank, or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

Who is asking me for my vote?

The Company is soliciting your proxy on behalf of the Board of Directors. The Company will bear the cost of soliciting proxies and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through its directors and employees, may solicit proxies in person, by telephone or by electronic means. Such directors and employees will not receive any special remuneration for these efforts.

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If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.
What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board of Directors. The personsperson named in the proxy havehas been designated as proxiesa proxy for the Annual Meeting by our Board of Directors. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instruction of the stockholder on such proxy. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board of Directors on the proposals as described below and, if any other matters are properly brought before the Annual Meeting, the shares will be voted in accordance with the proxies’proxy’s judgment.

What are my voting rights?

Each share of Common Stockcommon stock is entitled to one vote on each matter properly presented at the Annual Meeting. At the close of business on April 18, 2022,15, 2024, the Record Date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting, there were 57,989,99052,659,305 shares of Common Stockcommon stock outstanding. A list of all record stockholders as of the Record Date will be available during ordinary business hours at the Company’s principal place of business located at 2005 Cargo Road, Minneapolis, MN 55450, from Eric Levenhagen,Rose Neale, General Counsel, at least 10 days before the Annual Meeting, and will also be available at the Annual Meeting.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

FOR the electionreelection of each of the Class III director nominees;

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Every “1 YEAR” for the non-binding, advisory proposal to vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers;

•

FOR the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers;

FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;2024; and

In your discretion on such other business as may properly come before the Annual Meeting or any postponement(s) or adjournment(s) thereof.

Why did I receive a one-page notice Notice in the mail regarding the Internet Availability of Proxy Materials instead of a full printed set?

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), and to lower the cost of delivery and reduce the environmental impact of our Annual Meeting of Stockholders, the Company is providing access to its proxy materials via the Internet.Internet and will not send its proxy materials via mail or electronically by email unless appropriately requested. Accordingly, the Company is mailing a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy materials on athe website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials via the Internet, or to request a printed set or to request proxy materials be emailed to you may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Where can I view the proxy materials on the Internet?

The Notice provides you with instructions on how to:

View proxy materials for the Annual Meeting via the Internet; and

Instruct the Company to send future proxy materials to you by email.email or mail.

You can view the proxy materials for the Annual Meeting online at www.proxyvote.com and at ir.suncountry.com.

What is the quorum requirement for the Annual Meeting?

A quorum is the minimum number of shares required to be present or represented at the Annual Meeting for the meeting to be properly held. The presence, represented in person or by proxy, of the holders of a majority in

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voting power of our outstanding Common Stockcommon stock entitled to vote at the Annual Meeting will constitute a quorum to transact business at the Annual Meeting. Abstentions, “WITHHOLD” votes, and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairmanchairperson of the meeting may adjourn the meeting to another time or place.

What are broker non-votes?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank, or other nominee, as applicable, as to how to vote on matters deemed “non-routine”“non-routine” and there is at least one “routine” matter to be voted upon at the Annual Meeting. Generally, if shares are held in “street name,” the beneficial owner of the shares is entitled to give voting instructions to the broker, bank, or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank, or other nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine”“non-routine” matters. In the event that a broker, bank, or other nominee votes shares on the “routine”

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matters but does not vote shares on the “non-routine”“non-routine” matters, those shares will be treated as broker non-votes with respect to the “non-routine”“non-routine” proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

What matters are considered “routine” and “non-routine”“non-routine”?

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 20222024 (Proposal No. 2)4) is considered “routine.”the only “routine” matter to be brought before shareholders at the meeting. The electionreelection of Class IIII directors (Proposal No. 1) is, the non-binding (advisory) vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (Proposal No. 2), and the non-binding (advisory) vote to approve the compensation of the Company’s named executive officers (Proposal No. 3), are considered “non-routine.”

“non-routine” matters.

What are the effects of abstentions and broker non-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank, or other nominee causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against“against” a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy and entitled to vote at the Annual Meeting (Proposal(Proposals No. 2)2, 3 and 4). However, because the outcome of Proposal No. 1 (election(reelection of directors) will be determined by a plurality vote, you may only vote “FOR” or “WITHHOLD” authority to vote for each of the nominees. If you “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees.

Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual MeetingMeeting. Broker non-votes will not be counted for purposes of determining the number of votes cast on a proposal because they are “not entitled to vote” on “non-routine”“non-routine” matters. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any of the proposals.

What is the voting requirement to approve each of the proposals?

Proposal No. 1: ElectionReelection of Class I III Directors. Directors are elected by a plurality of the votes cast (meaning that the three director nominees who receive the highest number of shares voted “FOR” their election are elected as Class I Directors)III directors). You may vote (i) “FOR” for each director nominee or (ii) “WITHHOLD” for each director nominee. Because the outcome of this proposal will be determined by a plurality vote, shares voted “WITHHOLD” will not prevent a director nominee from being elected as a director. Broker non-votes will not affect the outcome of voting on this proposal.

Proposal No. 2:Non-Binding (Advisory) Vote on the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers. The approval, on a non-binding, advisory basis, of the frequency of future advisory votes to approve the compensation of the Company’s named executive officers requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote. You may vote for every “1 YEAR,” “2 YEARS,” “3 YEARS” or “ABSTAIN” on this proposal. Abstentions will count towards the quorum requirement for the Annual Meeting and will have the same effect as a vote “against” the proposal. Broker non-votes will not affect the outcome of voting on this proposal. If none of the three frequencies (1 year, 2 years or 3 years) receives the vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote, then the Board of Directors will consider the frequency that received the highest number of such affirmative votes to be the recommendation of shareholders.

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Proposal No. 3: Non-Binding (Advisory) Vote to Approve the Compensation of our Named Executive Officers. The approval, on a non-binding, advisory basis, of the compensation paid to the Company’s named executive officers requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions will count towards the quorum requirement for the Annual Meeting and will have the same effect as a vote “against” the proposal. Broker non-votes will not affect the outcome of voting on this proposal.

Proposal No. 4: Ratification of Appointment of KPMG LLP. The ratification of the appointment of KPMG LLP requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions will count towards the quorum requirement for the Annual Meeting and will have the same effect as a vote against the proposal. Broker non-votes will not affectalso count towards the outcome of voting on this proposal.

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Who will count the votes?

A representative of Broadridge Financial Solutions will tabulate the votes and act as inspector of elections.

May I vote confidentially?

Yes. Our policy is to keep your vote confidential, except as otherwise legally required, to allow for the tabulation and certification of votes and to facilitate proxy solicitation.

What if additional matters are presented at the Annual Meeting?

We do not know of any business to be considered at the Annual Meeting other than the proposals described in this proxy statement. If any other business is presented at the Annual Meeting, your properly executed proxy gives authority to Dave Siegel, our Chairman, and Eric Levenhagen,Rose Neale, our General Counsel, to vote on such matters at theirher discretion.

Where can I find the voting results from the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K that we will file with the SEC within four business days after the date of the Annual Meeting.

How can I obtain information about the Company?

A copy of our fiscal 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 is available on our website at www.ir.suncountry.com. Stockholders may also obtain a free copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2023, including the financial statements and the financial statement schedules, by visiting our website or by sending a request in writing to Christopher Allen, Investor Relations, Sun Country Airlines Holdings, Inc., 2005 Cargo Road Minneapolis, MN 55450. Capitalized terms used in, but not defined in, this proxy statement have meanings as defined in our fiscal 2021 Annual Report on Form 10-K.10-K for the fiscal year ended December 31, 2023.

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PROPOSAL 1 – ELECTION1—REELECTION OF DIRECTORS

Our Board of Directors is divided into three classes. The members of each class serve staggered, three-year terms (other than with respect to the initial terms of the Class I and Class II directors following our initial public offering (the “IPO”), which are one and two years, respectively).terms. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Under the Company’s bylaws and certificate of incorporation, the Board of Directors can change the number of directors comprising the entire Board of Directors so long as the number is not less than three nor more than fifteen. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. The Board of Directors currently consists of eight directors.

All of the nominees for Class IIII directors are members of the current Board of Directors. If any nominee for election to the Board of Directors should be unable to accept nomination or election as a director, which is not expected, your proxy may be voted for a substitute or substitutes designated by the Board of Directors or the number of directors constituting the Board of Directors may be reduced in accordance with the Company’s certificate of incorporation and bylaws.

Required Vote

Class III directors will be elected by a plurality of the votes cast at the Annual Meeting (meaning that the three director nominees who receive the highest number of shares voted “FOR” their election are elected as Class III directors). Shares voted “WITHHOLD” will not prevent a director nominee from being elected as a director. Broker non-votes will not affect the outcome of voting on this proposal. Brokers do not have discretion to vote any uninstructed shares over the election of directors.

Certain Stockholder Rights to Nominate Directors

Under our Stockholders Agreement (as defined below), SCA Horus Holdings, LLC (the “Apollo Stockholder”), which is an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”), has the right, but not the obligation, at any time until Apollo and its affiliates, including the Apollo Stockholder, no longer beneficially own at least 5% of our issued and outstanding Common Stock,common stock, to nominate a number of directors comprising a percentage of our boardBoard of directorsDirectors in accordance with their beneficial ownership of our outstanding Common Stockcommon stock (rounded up to the nearest whole number), except that if Apollo and its affiliates, including the Apollo Stockholder, beneficially own more than 50% of the voting power of our outstanding Common Stock, the Apollo Stockholder will have the right to nominate a majority of the directors.. We refer to the directors nominated by the Apollo Stockholder based on such percentage ownership as the “Apollo Directors.” As of the date of this proxy statement, there are no Apollo Directors on our Board. See “Certain Relationships and Related PartyPerson Transactions—Stockholders Agreement.”

For so long as Amazon.com Services, LLC (together with affiliates, “Amazon”) holds the warrants granted to it in 2019 Warrants(the “2019 Warrants”) or any shares of Common Stockcommon stock issued upon exercise of the 2019 Warrants and the ATSAAir Transportation Services Agreement (“ATSA”) with Amazon remains in effect, Amazon will have the right to nominate a member or an observer to our Board of Directors. We refer to the director nominated by Amazon, if any, as the “Amazon Director.”

Patrick Kearney and Antoine Munfakh are the Apollo Directors. As of the date of this proxy statement Amazon has not exercised its right to nominate a member or an observer to our Board of Directors.

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The Board of Directors recommends that the stockholders vote FOR the election of the nominees for Class I directors listed below.

THE BOARD OF DIRECTORS

The following table sets forth certain information about our directors as of the date of this proxy statement.

Name

​​Age
Age
​​

Position

Marion Blakey

76Director

Jude Bricker

​​
48
50		​​
Chief Executive Officer; Director

Dave Davis

​​
55
57		​​
President and Chief Financial Officer; Director
Marion Blakey
​​
74
​​
Director
Patrick Kearney
​​
29
​​
Director

Thomas C. Kennedy

​​
56
58		​​
Director
Antoine Munfakh

Patrick O’Keeffe

​​
39
60		​​
Director
Kerry Philipovitch

Gail Peterson

​​
51
45		​​
Director
David Siegel

Kerry Philipovitch

​​
60
53		​​
Chairman; Director

Jennifer Vogel

62Chair; Director
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Class IIII Directors
and Current Nominees

The term of the following three Class IIII directors will expire at the Annual Meeting. Messrs. Kearney, KennedyMr. Bricker, Mr. Davis and MunfakhMs. Philipovitch are the only nominees for election at the Annual Meeting for a term that will expire at the 20252027 annual meeting of stockholders and until each of their successors has been duly elected and qualified.

Patrick Kearney

Jude Bricker has served as our Chief Executive Officer since July 2017 and as a member of our Board of Directors since April 2018. Mr. Bricker has 20 years of experience in the aviation industry. He previously served as the Chief Operating Officer of Allegiant Travel Company from January 2016 to June 2017, as well as various other leadership roles from 2006 to 2016. As Chief Operating Officer of Allegiant Travel Company, Mr. Bricker was the senior executive responsible for marketing, network, operations, treasury, fleet, scheduling, pricing, ancillary products, digital, distribution, charters, loyalty, and investor relations. From July 2004 to May 2006, Mr. Bricker was a finance manager at American Airlines. Mr. Bricker holds a BS in Civil Engineering from Texas A&M University and an MBA from the University of Texas. Additionally, Mr. Bricker served as an infantry officer with the United States Marine Corps from 1996 to 2002. As the Company’s current Chief Executive Officer, Mr. Bricker is a valuable member of our Board of Directors because he has a direct connection to senior management and the benefit of management’s perspective on the Company’s business and immediate strategic goals. He provides leadership, extensive knowledge of the Company, and insight on the day-to-day operation of the business.

Dave Davis has served as our Chief Financial Officer and a member of our Board of Directors since April 2018 and as our President since December 2019. Prior thereto, from December 2017 to April 2018, Mr. Davis was an advisor to Sun Country. From July 2014 to February 2017, Mr. Davis served as Chief Executive Officer and a member of the board of directors, and from November 2012 to June 2014, served as Chief Financial Officer and Chief Operating Officer, of Global Eagle Entertainment, Inc., a leading global provider of media content and satellite-based connectivity systems for use in commercial aviation, maritime and remote land-based applications. Prior thereto, Mr. Davis was the Executive Vice President and Chief Financial Officer of Northwest Airlines, Inc., the world’s fourth largest airline prior to its sale to Delta Air Lines in 2008. Additionally, Mr. Davis has held various finance leadership positions at US Airways, Perseus LLC, and Budget Group, as well as served on the boards of directors of Globecomm Systems, Inc., Lumexis Corporation and ARINC Corporation. Mr. Davis received a Bachelor of Aerospace Engineering and Mechanics degree and an MBA from the University of Minnesota. Mr. Davis is a valuable member of the Board of Directors because he has a direct connection to senior management and the benefit of management’s perspective on the Company’s business and immediate strategic goals. He also has diverse experience with a wide range of industries, allowing him to bring additional perspective to the board.

Kerry Philipovitch has been a member of our boardBoard of directorsDirectors since March 2021. Mr. Kearney joined ApolloDecember 2020. Ms. Philipovitch also serves on the boards of Avianca Airlines, hospitality wine management company Intervine, and technology

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start-up OptIn. She served in 2017aviation management roles for 23 years, most recently from 2010 to 2019 as Senior Vice President-Customer Experience for US Airways and, following the merger between US Airways and American Airlines, at American Airlines. She oversaw airline operations impacting critical measures of customer value, including worldwide airport customer service, and ramp and baggage operations; onboard flight service and catering; global call centers; cargo; customer planning; and service recovery. In addition to her operating responsibilities, Ms. Philipovitch worked with the NAACP and other important community partners to develop an inclusion and diversity strategy for the airline, and frequently served as a subject matter expert in educating government officials on important industry issues. Ms. Philipovitch was selected as an honoree for the Dallas Business Journal’s 2019 Women in Business Awards, an award that recognizes business leaders for impressive professional achievements and proven track record. Profiles in Diversity Journal named her as a Woman Worth Watching, and the Phoenix Business Journal selected her as one of the most influential business leaders in the Private Equity GroupPhoenix area. She has offered expert testimony in two congressional hearings. Passionate about inspiring female leaders, she frequently speaks to groups, offering advice on how to deliver results and is responsible for analyzing investment opportunitiesadvance their careers. Ms. Philipovitch graduated with a Bachelor of Arts in economics from Tulane University and managing existing investments in a wide rangereceived her Master of industries, including transportation. Prior to that time, Mr. Kearney was an analyst at Moelis & CompanyBusiness Administration from August 2015 to June 2017. Mr. Kearney graduated magna cum laude from The Wharton School of the University of Pennsylvania, where he earnedMichigan. Ms. Philipovitch is a B.S.valuable member of the Board of Directors because of her leadership and experience in Economics degree with a concentration in Finance and a minor in Computer Science.

the airline industry.

Class I Directors

The term of the following three Class I directors will expire at the 2025 Annual Meeting (as defined below)

Thomas C. Kennedy has been a member of our boardBoard of directorsDirectors since April 2021. Mr. Kennedy currently serves as President and CFO for the North American operations of SIXT Rent a Car, USA.a role he has held since November 2020. Previously, Mr. Kennedy served as Senior Executive Vice President and Chief Financial Officer of Hertz Global Holdings from 2013 tountil his retirement in 2018. Hertz filed for bankruptcy protection in May 2020. Prior to joining Hertz, Mr. Kennedy served as Executive Vice President and Chief Financial Officer of Hilton Worldwide Holdings from 2008 to 2013. Between 2003 and 2007, Mr. Kennedy served as Executive Vice President and Chief Financial Officer of Vanguard Car Rental, parent company of the National Car Rental and Alamo Rental Car brands. Prior to joining Vanguard, Mr. Kennedy served in a number of financial positions with increasing responsibilities from 1992 to 2003 at Northwest Airlines, Inc., a global network airline, including Senior Vice President and Corporate Controller; Vice President, Financial Planning and Analysis; Managing Director, Corporate Planning; and Director Finance and Information Services, Pacific Division, Tokyo, Japan. Mr. Kennedy graduated from Tulane University, summa cum laude and Phi Beta Kappa with a Bachelor of Arts degree majoring in Economics in 1987 where he also was a three-year letterman swimmer. Mr. Kennedy received his Master of Business Administration degree from Harvard University in 1992. Between his undergraduate and graduate studies, Mr. Kennedy worked for Merrill Lynch Capital Markets in their Public Finance investment banking division from 1987 to 1990. Mr. Kennedy serves on the board of the Lobeck Taylor Family Foundation.

Antoine Munfakh Mr. Kennedy is a valuable member of the Board of Directors because of his experience as an executive at large public companies and his financial expertise.

Gail Peterson has been a member of our boardBoard of directorsDirectors since April 2018. Mr. Munfakh isJanuary 2023. Ms. Peterson currently serves as Executive Vice President and Global Chief Marketing Officer at Ecolab, Inc. overseeing the company’s global brand, global communications, market research, sustainability and water partnership teams, a Partner at Apollo, having joined in 2008. Previously, Mr. Munfakhrole she has held since January 2020. Ms. Peterson previously served as an Associatevice president of marketing for Ecolab’s Global Healthcare business. Prior to joining Ecolab in 2016, she spent 15 years as a marketing executive at the private equity firm Court Square Capital Partners, where he focused on investments into the Business & Industrial Services sectors. Prior thereto, he started his career as an Analyst in the Financial Sponsor Investment Banking group at JPMorgan, where he provided M&A and financing services in support of private equity transactions. Mr. Munfakh currently serves on the board of directors of Aeromexico, Volotea Airlines, Direct ChassisLink Inc, Blume Global, Maxim Crane Works, and Apollo Education Group. He previouslyGeneral Mills, Inc. Ms. Peterson served on the board of directorsthe Minnesota Children’s Museum and the Minnesota Chamber of CH2M HILL Companies, Swissport,Commerce. She is a member of the Executive Leadership Council, Black Executive CMO Alliance, African American Leader Council, and McGraw-Hill Education,was a founding member of Ecolab’s Black Leaders Forum. Ms. Peterson has been named to Savoy’s “Top 100 Black Executives” list and Women’s Inc. Mr. Munfakh graduated summa cum laude’s “Most Influential Women in Business.” Ms. Peterson earned her bachelor’s degree in psychology from DukePrinceton University and her MBA from Harvard Business School. Ms. Peterson is a valuable member of the Board of Directors because of her experience as an executive at a large public company and her marketing expertise. Ms. Peterson’s experience as a marketing

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executive also provides the board valuable insight into marketing strategies and tactics and is a resource on these matters for management.

Jennifer Vogel has been a member of our Board of Directors since October 2022 and has served as our Chair since March 2023. Ms. Vogel is the former senior vice president, general counsel, secretary and chief compliance officer of Continental Airlines, Inc., where she worked until 2010 when she retired. Ms. Vogel is currently on the board of AAR Corp., a global provider of aviation services to commercial and government customers, the board of the Telluride Regional Airport Authority and on the National Council of the World Wildlife Fund, and has served on various other public company boards, including Virgin America, Inc. Recognitions include “Most Influential Corporate Board Directors” by Women’s Inc. and “Most Powerful and Influential Women in Texas” by the Texas Diversity Council and Texas Diversity Magazine. Ms. Vogel earned her BBA from the University of Iowa and her JD from the University of Texas. Ms. Vogel is a valuable member of the Board of Directors because of her experience as an executive with over 25 years of leadership experience in the airline and energy industries, including her leadership positions with Continental Airlines, her extensive legal and corporate governance expertise, her experience in regulatory issues, mergers and acquisitions, ethics and compliance matters and her experience as a BS in Economics, where he was elected to Phi Beta Kappa. In 2018, Mr. Munfakh was selected by The M&A Advisor for their Ninth Annual Emerging Leaders Award, commonly referred to as the “40 Under 40” award. In 2021, Mr. Munfakh was selected by Private Equity International for its Future 40 Leaders award.

director of four other public companies.

Class II Directors

The term of the following two Class II directors will expire at the 2023 annual meeting of stockholders.

stockholders in 2026.

Marion Blakey has been a member of our boardBoard of directorsDirectors since December 2021. Ms. Blakey currently serves as a non-executive director for several corporationsEve Air Mobility and organizations,on the advisory boards of Radia and Sunrise Transportation Holdings, having retired from Rolls-Royce North America Inc. in 2018 as President and Chief Executive Officer. Prior to joining Rolls-Royce, Blakey served as President and Chief Executive Officer of the Aerospace Industries Association for eight years. From 2002 to 2007, Blakey was Administrator of the Federal Aviation Administration. Prior to 2002, she held several senior positions including Chairman of the National Transportation Safety Board and Administrator of the U.S. Department of Transportation’s National Highway Traffic Safety Administration, as well as ran her own consulting firm focusing on transportation and infrastructure issues. Ms. Blakey has received numerous honorary degrees and awards including the National Aeronautic Association’s 2011 Henderson Trophy, Aviation Week & Space Technology’s 2013 Laureate Award, and the National Aeronautic Association’s 2013 Wright Brothers Memorial Trophy, and most recently, the Carol B. Hallett Award from the U.S. Chamber of Commerce and the L. Welch Pogue Award from Aviation Week & Space Technology and the International Aviation Club.

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Ms. Blakey’s board experience is vast, and includes recent roles serving on the board of Alaska Airlines Group, Aerojet Rocketdyne, and NASA’s National Advisory Council. Ms. Blakey graduated from Mary Washington College of the University of Virginia before continuing graduate work at Johns Hopkins University, School of Advanced International Studies.
David Siegel Ms. Blakey is a valuable member of the Board of Directors because of her experience in the airline industry, including her leadership positions in both the private and public sectors (including with our primary regulator), and her past experience as a director of other public companies, as well as her deep expertise in safety oversight and administration.

Patrick O’Keeffe has been a member of our boardBoard of directorsDirectors since April 2018, serving as our Executive Chairman from April 2018 to March 2021, and as our Chairman since March 2021. Prior to joining Sun Country,2022. Mr. Siegel served as the Chief Executive Officer of Ansett Worldwide Aviation Services, one of the world’s 10 largest aircraft leasing companies, from April 2016 to September 2017. From January 2012 to May 2015, Mr. Siegel served as the Chief Executive Officer and President of Frontier Airlines, Inc. Prior thereto, Mr. Siegel served as Chairman and Chief Executive Officer of XOJET, Inc., and as President, Chief Executive Officer and board member of US Airways Group, Inc. Mr. Siegel currently serves on the board of directors and as Chairman of Volotea, S.A. Mr. Siegel earned a MBA with honors from Harvard Business School and graduated magna cum laude from Brown University with an Sc.B. in Applied Mathematics—Economics.

Patrick O'KeeffeO’Keeffe brings more than 30 years of experience in the airline industry where he worked at American Airlines Group, Inc. O'Keeffeuntil his retirement in 2020. O’Keeffe is the former senior human resources officerSenior Vice President, People for American Airlines. FromAirlines, where from 2017 to 2020, he led American'sAmerican’s global People team, managing talent acquisition and development, compensation, health and wellness, pension and 401(k) management, team member engagement as well as diversity, equity and inclusion. Prior to that, he held multiple leadership positions in IT at American.American Airlines. He serves on the boards of Lambda Legal and the National Gay and Lesbian Chamber of Commerce.is currently an advisory board member for ID90 Travel. He earned an MBA from Rice University in Houston and a BBS in accounting and finance from the University of Limerick in Ireland.
Class III Directors
The term Mr. O’Keeffe is a valuable member of the following three Class III directors will expireBoard of Directors because of his experience as an executive at the 2024 annual meeting of stockholders.
Jude Bricker has served as our Chief Executive Officer since July 2017a large public company and as a member of our board of directors since April 2018. Mr. Bricker has 17 years of experiencehis expertise in the aviation industry. He previously served as the Chief Operating Officer of Allegiant Travel Company from January 2016 to June 2017,airline industry, as well as various other leadership roles from 2006 to 2016. As Chief Operating Officer of Allegiant Travel Company, Mr. Bricker was the senior executive responsiblehis significant experience in and expertise with talent management and information technology for marketing, network, operations, treasury, fleet, scheduling, pricing, ancillary products, digital, distribution, charters, loyalty and investor relations. From July 2004 to May 2006, Mr. Bricker was a finance manager at American Airlines. Mr. Bricker holds a BScompanies in Civil Engineering from Texas A&M University and an MBA from the University of Texas.
Dave Davis has served as our Chief Financial Officer and a member of our board of directors since April 2018 and as our President since December 2019. Prior thereto, from December 2017 to April 2018, Mr. Davis was an advisor to Sun Country. From July 2014 to February 2017, Mr. Davis served as Chief Executive Officer and a member of the board of directors, and from November 2012 to June 2014, served as Chief Financial Officer and Chief Operating Officer, of Global Eagle Entertainment, Inc., a leading global provider of media content and satellite-based connectivity systems for use in commercial aviation, maritime and remote land-based applications. Prior thereto, Mr. Davis was the Executive Vice President and Chief Financial Officer of Northwest Airlines, Inc., the world’s fourth largest airline prior to its sale to Delta Air Lines in 2008. Additionally, Mr. Davis has held various finance leadership positions at US Airways, Perseus LLC and Budget Group, as well as served on the boards of directors of Globecomm Systems, Inc., Lumexis Corporation and ARINC Corporation. Mr. Davis received a Bachelor of Aerospace Engineering and Mechanics degree and an MBA from the University of Minnesota.
Kerry Philipovitch has been a member of our board of directors since December 2020. Ms. Philipovitch also serves on the boards of Avianca Airlines, hospitality wine management company Intervine, and technology start-up OptIn. She served in aviation management roles for 23 years, most recently as Senior Vice President—Customer Experience for American Airlines. She oversaw airline operations impacting critical measures of customer value, including worldwide airport customer service, ramp, and baggage operations; onboard flight service and catering; global call centers; cargo; customer planning; and service recovery. In addition to her operating responsibilities, Ms. Philipovitch worked with the NAACP and other important community partners to develop an inclusion and diversity strategy for the airline, and frequently served as a subject matter expert in educating government officials on important industry issues. Ms. Philipovitch was selected as an honoree for the Dallas Business Journal’s 2019 Women in Business Awards, an award that recognizes business leaders for impressive professional achievements and proven track record. Profiles inindustry.

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Board Diversity Matrix

Board Diversity Matrix (as of April 29, 2024)

        
Board Size:  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Number of Directors

   8       

Number of Directors who identify in Any of the Categories Below:

        
Gender:   Female    Male    Non-Binary    

Did Not
Disclose
Gender		 
 
 

Directors

   4    4    0    0 
Number of Directors who identify in Any of the Categories Below:        

African American or Black

   1    0    0    0 

Alaskan Native or Native American

   0    0    0    0 

Asian

   0    0    0    0 

Hispanic or Latinx

   0    0    0    0 

Native Hawaiian or Pacific Islander

   0    0    0    0 

White

   3    4    0    0 

Two or More Races or Ethnicities

   1    0    0    0 

LGBTQ+

   0    1    0    0 

Military Veteran

   0    1    0    0 

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Diversity Journal named her as a Woman Worth Watching, and the Phoenix Business Journal selected her as one of the most influential business leaders in the Phoenix area. She has offered expert testimony in two congressional hearings. Passionate about inspiring female leaders, she frequently speaks to groups, offering advice on how to deliver results and advance their careers. Ms. Philipovitch graduated with a bachelor of arts in economics from Tulane University and received her master of business administration from the University of Michigan.
Required Vote
Class I directors will be elected by a plurality of the votes cast at the Annual Meeting (meaning that the three director nominees who receive the highest number of shares voted “FOR” their election are elected as Class I directors). Shares voted “WITHHOLD” will not prevent a director nominee from being elected as a director. Broker non-votes will not affect the outcome of voting on this proposal. Brokers do not have discretion to vote any uninstructed shares over the election of directors.
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CORPORATE GOVERNANCE
Loss of Controlled Company Status
Our Common Stock is listed on

Director Independence

The Nasdaq Global Select Market (“Nasdaq”). As of October 19, 2021, the Apollo Stockholder ceased to hold more than 50% of the voting power of our outstanding voting stock and, consequently, we are no longer a “controlled company.” As a result, we are subject to additional corporate governance requirements, including the requirements that:

listing standards require that a majority of the board of directors consist of independent directors;
the nominating and corporate governance committee be composed entirely of independent directors; and
the compensation committee be composed entirely of independent directors.
The Nasdaq rules provide for phase-in periods for these requirements (including that each such committee consist of a majority of independent directors within 90 days of ceasing to be a “controlled company”), but we must be fully compliant with the requirements within one year of the date on which we ceased to be a “controlled company.” Currently, we do not have a majority of independent directors on our Board of Directors be independent. No director qualifies as independent unless the Board of Directors affirmatively determines that the director has no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board of Directors broadly considers all relevant facts and only twocircumstances relative to independence and considers the issue not merely from the standpoint of the three membersdirector, but also from the viewpoint of eachpersons or organizations with which the director has an affiliation. The Board of our nominatingDirectors has determined that Marion Blakey, Thomas C. Kennedy, Patrick O’Keeffe, Gail Peterson, Kerry Philipovitch and corporate governance committee and our compensation committeeJennifer Vogel are independent.
Director Independence
While we were a “controlled company,” we were not required to have a majority of independent directors. As allowed under the applicable rules and regulations of the SEC and Nasdaq, we intend to phase in compliance with the heightened independence requirements prior to the end of the one-year transition period after we cease to be a “controlled company.” Ourall independent directors, as such term is defined by the applicable rules and regulations of Nasdaq, are Marion Blakey, Thomas C. Kennedy, and Kerry Philipovitch.
Nasdaq.

Board of Directors Leadership Structure and Board’s Role in Risk Oversight

The Board of Directors has an oversight role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board of Directors regularly reviews information regarding our credit, liquidity and operations, as well asincluding the risks associated with each. The compensation committee of theOur Board of Directors is also responsible for establishing accountability for our executive officers and ensuring reasonable internal controls are in place, including processes and procedures for detecting, containing, evaluating and responding to cybersecurity incidents. The Board of Directors is informed of the cybersecurity threats potentially facing the Company and the Company’s prevention activities on a quarterly basis, or more frequently if needed. More information on the Company’s cybersecurity policy is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Safety Committee is responsible for overseeing the risks associated with our operations, the Compensation and Human Resources Committee is responsible for overseeing executive officer succession planning, the management of risks relating to employeeexecutive compensation plans and arrangements and reviewing the audit committee ofCompany’s human resources policies and practices and overseeing the Board of Directorsrisks related thereto, the Audit Committee oversees the management of financial risks.risks and the Nominating and Corporate Governance Committee oversees Board of Directors succession planning and governance policy and practices. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors will beis regularly informed through committee reports about such risks.

The Chairman of our Board of Directors and our Chief Executive Officer are currently separate.

Our Board of Directors does not currently have a policy as to whether the role of ChairmanChair of our Board of Directors and the Chief Executive Officer should be separate. Our Board of Directors believes that the Company and its stockholders are best served by maintaining the flexibility to determine whether the ChairmanChair and Chief Executive Officer positions should be separated or combined at a given point in time in order to provide appropriate leadership for us at that time. In addition, our Board of Directors does not currently have a policy as to whether an independent director may be appointed as lead director.

circumstances change.

The Board of Directors understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may vary based on several factors, such as a company’s size, industry, operations, history and culture. Accordingly, our Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, assesses its leadership structure in light of these factors and the current environment to achieve the optimal model for us and for our stockholders.

Currently the committee and Board believe the best leadership structure for our Board is to split the position of CEO and Chair of the Board and to have an independent board member appointed as Chair.

The composition of the Board of Directors, the tenure of the directors with the Company, the overall experience of the directors and the experience that the directors have had with the ChairmanChair and the executive management team permit and encourage each member to take an active role in all discussions, and each member does actively participate in all substantive discussions. We believe that our current Board of Directors leadership structure is serving the Company well at this time.

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Board of Directors Meetings and Committees
In

During the fiscal 2021,year ended December 31, 2023, the Board of Directors held ninesix (6) Board meetings and fourthirty-one (31) regular meetings for each committee.of its committees. Our Directors had a 92%100% attendance rate for the meetings of the Board of Directors and 98%100% attendance rate for the meetings of the committees on which they served.

The Board of Directors has four committees:

the Audit Committee;

Audit;

the Compensation and Human Resources Committee;

Compensation;

the Nominating and Corporate Governance;Governance Committee; and

the Safety Committee.

The Audit, Compensation and Human Resources, Nominating and Corporate Governance and Safety committees operate under written charters which are available at the Company’s website at www.ir.suncountry.com.https://ir.suncountry.com. Committee charters are also available in print upon the written request of any stockholder. Copies of the pertinent committee charters are available on request to the Secretary at the address set forth below. The current committee membershipcomposition of our Board of Directors is as follows:

Director

​​Audit
Committee
Audit
Committee
​Compensation
and
Human
Resources
Committee		​
Compensation
Nominating
and
Corporate
Governance
Committee
​​
Nominating and
Corporate
Governance
Safety
Committee
​​
Safety
Committee
Jude Bricker

Marion Blakey

​​
C		​​
​​
​​
C
✓
Dave Davis

Jude Bricker

​​
​​
​​
​​
C
Marion Blakey

Dave Davis

​​
✔
​​
✔
​​
​​
✔
Patrick Kearney
​​
​​
​​
​​

Thomas C. Kennedy

​​C
C
​​

Patrick O’Keeffe

​​
✔
✓		​​✓

Gail Peterson

✓

Kerry Philipovitch

✓C✓
Antoine Munfakh

Jennifer Vogel

​​✓
​✓​
C
​​
​​
Kerry Philipovitch
​​
✔
​​
✔
​​
✔
​​
✔
David Siegel
​​
​​
​​
C
​​
✔

C = Chairperson

✓ = Member

Audit Committee

The Audit Committee held a total of fournine (9) meetings in 2021.2023. Our Audit Committee consists of Thomas C. Kennedy, as chairperson, Marion BlakeyKerry Philipovitch and Kerry Philipovitch.

Jennifer Vogel.

Our Board of Directors has determined that Mr. Kennedy qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and that each of Mr. Kennedy, Ms. BlakeyPhilipovitch and Ms. PhilipovitchVogel are independent as independence is defined in Rule 10A-3 of the Exchange Act and Nasdaq’s listing standards. The principal duties and responsibilities of our Audit Committee are as follows:

to prepare the annual audit committeeAudit Committee report to be included in our annual proxy statement;

to oversee and monitor our accounting and financial reporting processes;

to oversee and monitor the integrity of our financial statements and internal control system;

to oversee and monitor the independence, retention, performance and compensation of our independent auditor;

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to oversee and monitor the performance, appointment and retention of our internal audit department;

to discuss, oversee and monitor the Company’s risks and policies with respect to risk assessment and risk management,management;

to review the adequacy of the Company’s internal controls, processes and procedures designed to ensure compliance with laws and regulations; and

to monitor, oversee, and monitor ourreview the implementation and effectiveness of the Company’s compliance with legal and regulatory matters.ethics programs.

The Audit Committee also has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

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Compensation and Human Resources Committee

The Compensation and Human Resources Committee held a total of fourfourteen (14) meetings in 2021.2023. Our Compensation and Human Resources Committee consists of Antoine Munfakh,Marion Blakey, as chairperson, Marion BlakeyPatrick O’Keeffe and Kerry Philipovitch.Jennifer Vogel, each of whom is an independent director, as defined under the rules and regulations of Nasdaq. The principal duties and responsibilities of the Compensation and Human Resources Committee are as follows:

to review, evaluate and make recommendations to the full boardBoard of directorsDirectors regarding our executive compensation philosophy, policies and programs;

to review and approve the compensation of our chief executive officer, other executive officers, and key employees, including all material benefits, option or stock award grants and perquisites and all material employment agreements;perquisites;

to review and make recommendations to the boardBoard of directorsDirectors with respect to our executive incentive compensation plans and equity-based compensation plans, and pension plans;

to administer incentive compensation and equity-related plans and pension plans;
to review and make recommendations to the board of directors with respect toincluding the financial and other performance targets that must be met;

to govern our executive incentive compensation and equity-related plans;

•

to review and make recommendations to the Board of Directors with respect to the compensation of non-executive members of the Board of Directors;

to preparereview and approve any employment, severance or similar agreement with an annual compensation committeeexecutive officer;

to review the Company’s human resources policies and practices and compensation-related policies, and oversee risks related to human capital management and diversity and inclusion;

to develop and recommend to the Board of Directors and periodically review an executive officer succession plan; and

to review and recommend to the Board of Directors any report required by applicable rules and regulations or listing standards and take such other actions as are necessary and consistent with the governing law and our organizational documents.

The Compensation and Human Resources Committee engaged Pay Governance as a compensation consultantalso has the authority to assist the Compensation Committee in making recommendation with respectretain advisors to our compensation plansfulfill its responsibilities and compensation for our executive officers for the year ended December 31, 2021. Our Compensation Committee has assessed the independence of Pay Governance consistent with Nasdaq listing standardsduties and has concluded that their engagement does not raise any conflict of interest.

We had previously availed ourselves of the “controlled company” exception under the Nasdaq rules which exempted us from the requirement that we have a compensation committee composed entirely of independent directors. As of October 19, 2021, we ceased to be a “controlled company”form and must now comply with the independent board committee requirements under the Nasdaq rules as they relatedelegate authority to compensation committees within the phase-in periods specified under the Nasdaq rules.
subcommittees.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee held a total of four (4) meetings in 2021.2023. Our Nominating and Corporate Governance Committee consists of David Siegel,Kerry Philipovitch, as chairperson, Thomas C. KennedyPatrick O’Keeffe and Kerry Philipovitch.Gail Peterson, each of whom is an independent director, as defined under the rules and regulations

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of Nasdaq. The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows:

to identify and interview candidates qualified to become directors of the Company, consistent with criteria approved by our boardBoard of directors;Directors;

to recommend to our boardBoard of directorsDirectors nominees for election as directors at the next annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected, as well as to recommend directors to serve on the other committees of the board;elected;

to recommend to our boardBoard of directorsDirectors candidates to fill vacancies and newly created directorships on the boardBoard of directors;Directors;

to identify bestreview each director’s continuation on the Board of Directors at the end of the term of such director;

to oversee and advise the Board of Directors and the Board Chair on governance policy, practices and matters of governance structure and the conduct of the Board;

to assist the Board of Directors in determining director independence;

to develop, recommend corporate governance principles, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance;

to setthe Board of Directors for approval and review the compensation of the non-executive members of the board of directors;Company’s corporate governance guidelines; and

to develop and recommend to our board of directors guidelines setting forth corporate governance principles applicable to the Company; and

to overseeconduct the evaluation of our boardCEO and Board of directors.Directors.

We had previously availed ourselves

The Nominating and Corporate Governance Committee also has the authority to retain advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

Safety Committee

The Safety Committee held a total of the “controlled company” exception under the Nasdaq rules which exempted us from the requirement that we have a nominating and corporate governance committee composed

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entirely of independent directors. As of October 19, 2021, we ceased to be a “controlled company” and must now comply with the independent board committee requirements under the Nasdaq rules as they relate to nominating and corporate governance committees within the phase-in periods specified under the Nasdaq rules.
Safety Committee
four (4) meetings in 2023. Our Safety Committee consists of Jude Bricker, as chairperson, Marion Blakey and Kerry Philipovitch and David Siegel.Philipovitch. The principal duties and responsibilities of the Safety Committee are as follows:

to assist the boardBoard of Directors with overseeing the Company’s safety and security processes, procedures and reporting;reporting and promoting a robust safety culture;

to monitor management’s efforts to ensure the safety of our passengers and employees;

to review our policies, procedures and investments and monitor our activities with respect to information security;physical security and disaster preparedness;

to monitor and assist management in creating a uniform safety culture that achieves the highest possible industry standards; and

to periodically review all aspects of airline and employee safety and security with management and outside experts as necessary.

The Safety Committee also has the authority to retain advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

Compensation and Human Resources Committee Interlocks and Insider Participation

Members

Our Compensation and Human Resources Committee consists of our Compensation Committee during 2021 included Antoine Munfakh, Kerry Philipovitch, David SiegelMarion Blakey, as chairperson, Patrick O’Keeffe and Juan Carlos Zuazua. Other than David Siegel, our Chairman, noneJennifer Vogel, each of whom is an independent director, as defined under the rules and regulations of Nasdaq. None of these directors has ever served as an officer or employee of the Company. During 2021,2023, none of the members of the compensation committeeCompensation and Human Resources Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. None of our executive officers served as a member of the board of directors or compensation committee,Compensation and Human Resources Committee, or similar committee, of

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any other company whose executive officer(s) served as a member of our Board of Directors or our Compensation and Human Resources Committee.

Identifying and Evaluating Candidates for the Board of Directors

In considering possible candidates to serve on the Board of Directors, the Nominating and Corporate Governance Committee will taketakes into account all appropriateand considers each candidate’s qualifications, qualities and skills, considers the entirety of each candidate’s credentials and further reviews these in the context of the current make-up of the Board of DirectorsDirectors. In fulfilling its responsibilities, the Committee shall strive to have the composition of the Board reflect diversity, balance and will considereffectiveness, each in its broadest sense (e.g., taking into consideration the entiretycommunities served by the Company, skill sets, experience, tenure, gender, race, ethnicity, as well as breadth of each candidate’s credentials.

knowledge, background and perspective) and consistent with the best interests of the Company.

The Company may engage executive search firms to assist the Nominating and Corporate Governance Committee in identifying potential new directors and in the past has engaged executive search firms in identifying potential new directors.

Code of Conduct and Ethics

Our Board of Directors has adopted a code of conduct and ethics that applies to all of our directors, officers and employees and is intended to comply with the relevant listing requirements for a code of conduct as well as qualify as a “code of ethics” as defined by the rules of the SEC. The code of conduct and ethics contains general guidelines for conducting our business consistent with the highest standards of business ethics. We intend to disclose future amendments to certain provisions of our code of conduct and ethics, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, and our directors, on our website at https://www.ir.suncountry.com. The code of conduct and ethics is available on our website.

Executive Sessions of Non-Management Directors

The non-management directors of the Company meet in executive sessions without management on a regular basis.

Apollo Rights to Nominate Certain Directors
The Apollo Stockholder has the right, at any time until Apollo and its affiliates, including the Apollo Stockholder, no longer beneficially own at least 5% of the voting power of our outstanding Common Stock, to nominate a number of directors comprising a percentage of our Board of Directors in accordance with their beneficial ownership of the voting power of our outstanding Common Stock (rounded up to the nearest whole number).
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Compensation Risk Assessment

We believe that the performance goals and incentive plan structures generally established under the Company’s executive, annual and long-term incentive programs woulddo not contribute to excessive risk takingrisk-taking by our senior executives or employees. The approved goals under our incentive programs are consistent with our financial operating plans and strategies, and these programs are discussed and reviewed by the Compensation and Human Resources Committee. The Company’s compensation systems are balanced, rewarding both short-term and long-term performance, and its performance goals are team oriented, rather than individually focused, and include measurable factors and objective criteria. The Compensation and Human Resources Committee is actively engaged in setting compensation systems, monitoring those systems during the year, and using discretion in making rewards, as necessary. As a result of the procedures and practices described above, the Compensation and Human Resources Committee believes that the Company’s compensation policies and practices for its employees do not encourage risk takingrisk-taking that is reasonably likely to have a material adverse effect on the Company.

Communications with the Board of Directors

Stockholders and other interested parties desiring to communicate directly with the full Board of Directors, the Audit Committee, the non-management directors as a group or with any individual director or directors may

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do so by sending such communication in writing, addressed to the attention of the intended recipient(s), c/o Eric Levenhagen,Rose Neale, General Counsel, Sun Country Airlines Holdings, Inc., 2005 Cargo Road, Minneapolis, MN 55450. Interested parties may communicate anonymously and/or confidentially if they desire. All communications received that relate to accounting, internal accounting controls or auditing matters will be referred to the chairmanchairperson of the Audit Committee unless the communication is otherwise addressed. All other communications received will be forwarded to the appropriate director or directors.

Director Attendance at Annual Meeting

The Company encourages all of our directors to attend each annual meeting of stockholders.

Patrick O’Keeffe, Gail Peterson, Kerry Philipovitch, and Jennifer Vogel each attended the 2023 annual meeting of stockholders.

Insider Trading Policy; Prohibition on Hedging

Hedging; Clawback Policy

Our Board of Directors has adopted a securities trading policy, which prohibits our directors, executive officers, and other designated employees from, among other things, purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in market value of our equity securities. Our securities trading policy also prohibits directors, officers, and employees from engaging in the following activities with respect to our securities: (i) short sales, (ii) buying or selling puts, calls, options, or other derivatives, and (iii) purchases of securities on margin.

In addition, the Company adopted a clawback policy (the “Clawback Policy”), which is included as an exhibit in our Annual Report on Form 10-K for fiscal year ended December 31, 2023, and which became effective on November 3, 2023. The Clawback Policy applies to our executive officers, and provides that in the event of an accounting restatement, the Company must require an executive officer to repay incentive-based compensation, including cash or equity compensation, that would otherwise not have been received had such incentive-based compensation been determined correctly in accordance with the accounting restatement, for a period of three years preceding the date the Company concludes that it is required to prepare such accounting restatement.

Community Involvement

At Sun Country, we place tremendous value in all our stakeholders, including our customers, partners, and members of our community. As a fast-growing and dynamic airline, we know our success depends on collaboration with stakeholders, and we strive to engage with stakeholders in our community and more broadly.

We are a longtime partner with Make-A-Wish Minnesota and provide flights for children with critical illnesses to help them safely travel to and from their wish destinations. In 2021, we made a three-year commitment to donate travel to accommodate Wish Kids traveling anywhere that our airline flies. Each December, our “Flight to the North Pole” helps bring holiday cheer to Wish Kids by “flying” them to the home of Santa Claus.

We also sponsor the Hennepin Theatre Trust Spotlight Education program. This program supplements and enhances arts curricula across the state of Minnesota through production assessments, workshops, and arts journalism, increasing equitable access to quality theater education. As part of this sponsorship, we donate an all-expense-paid trip to New York City for up to four students so that they can meet with industry professionals, participate in musical theater workshops and attend Broadway shows.

Sun Country is a proud partner of the Department of Defense, and we take pride in providing Charter Service for our nation’s military domestically and abroad. Additionally, Sun Country is proud to help transport

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military veterans to Washington, D.C. aboard Honor Flights to share in a day of honor at our nation’s memorials. These trips are an important way to commemorate the courage and dedication of our nation’s veterans and provide them a day filled with reflection, support and thanks. Many of our pilots and other team members are armed forces veterans and we are proud to fly our nation’s veterans and support the Department of Defense.

We also support the development of a more diverse “workforce of tomorrow” by investing in initiatives like STARBASE STEM and Girls in Aviation, which both serve to educate and create a pipeline for historically disadvantaged students for careers in aviation and aerospace.

Fuel Consumption Initiatives

Our low-cost business model demands that we consistently look for ways to reduce the amount of jet fuel we consume. These jet fuel reduction initiatives include:

•

Efficient seating—we optimize the number of seats on our planes, making each flight as fuel efficient as possible.

•

Focus on demand—we understand our customers travel needs and patterns. We conserve fuel by limiting ferry flights and flying when and where demand exists.

•

On-the-ground tactics—our commitment to fuel efficiency includes tactical on-ground procedures, such as only using one engine to taxi around the airport, which allows us to reduce fuel consumption.

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EXECUTIVE OFFICERS

The names of the current executive officers of the Company (and their respective ages as of the date of this proxy statement) are set forth below.

Name

​​

Age

Age
​​

Position

Jude Bricker

​​50
48
​​
Chief Executive Officer; Director

Dave Davis

​​57
55
​​
President and Chief Financial Officer; Director

Gregory Mays

​​55
53
​​
Chief Operating Officer and Executive Vice President
Eric Levenhagen

Grant Whitney

​​47
40
​​
Chief Administrative Officer, General Counsel and Secretary
Jeffrey Mader
​​
61
​​
Chief Information Officer and Executive Vice President
Brian Davis
​​
42
​​
Chief MarketingRevenue Officer and Senior Vice President
Grant Whitney

Rose Neale

​​49
45
​​
Chief Revenue Officer and ExecutiveGeneral Counsel, Senior Vice President
John Gyurci
​​
51
​​
Vice President, Finance, and Chief Accounting Officer
Bill Trousdale
​​
53
​​
Vice President, Financial Planning & Analysis, and Treasurer
Secretary

Jude Bricker. For the biography of Jude Bricker, please see “The“Proposal 1 – Reelection of Directors—The Board of Directors—Class III Directors.Directors and Current Nominees.”

Dave Davis. For the biography of Dave Davis, please see “The“Proposal 1 – Reelection of Directors—The Board of Directors—Class III Directors.Directors and Current Nominees.”

Gregory Mays has served as our Chief Operating Officer since June 2019. Mr. Mays has 29 years of experience in the aviation industry. Prior to joining us, he served as a senior industry advisor with Boston Consulting Group beginning in February 2019. Prior thereto, he served seven years at Alaska Airlines from 2011 to 2018, most recently in the role of Vice President of Labor Relations from September 2018December 2015 to DecemberSeptember 2018. Prior to that, Mr. Mays served as Vice President of Maintenance and Engineering. Prior thereto, Mr. Mays served at Delta Air Lines, Inc. for 13 years from 1998 to 2011 and started his career at The Boeing company from 1992 to 1998. Over the period he has served in various leadership capacities such as maintenance and engineering, airport operations, cargo operations, labor relations, and design/test engineering. Mr. Mays earned a BS in Aerospace Engineering from the University of Alabama and an MBA from Emory University.

Eric Levenhagen has served as our Chief Administrative Officer since April 2018 In addition, Mr. Mays serves on the College of Engineering Leadership Board for the University of Alabama and has served as our Executive Vice Presidentis also a member of Legal since April 2017 and asthe American Cancer Society (ACS) Foundation Board for the State of Minnesota.

Rose Neale is Sun Country’s General Counsel since September 2016. Previously, Mr. Levenhagen served as Assistantand Senior Vice President. Prior to being named General Counsel at Landmark Aviation,in July 2022, Ms. Neale was Associate General Counsel and Vice President. Ms. Neale oversees Airport Affairs, legal matters, airport relations, insurance, and facilities. Prior to joining Sun Country in 2021, she was managing counsel of Castlelake, a top quartile private equity investment advisor where she had legal oversight for Castlelake’s aviation investments. She has also practiced corporate law and was legal counsel for an aviation services company from September 2014 to August 2016. Prior thereto, Mr. Levenhagen was a practicing corporate attorney from September 2009 to September 2014 and Adjunct Professor of Business Law and Ethics at Belhaven University from January 2010 to July 2016. Before practicing law, Mr. Levenhagen served in marketing and finance roles in several companies, including Northwest Airlines. Heinvestment firm. She received a BS from Texas Christian University and aher JD from Mitchell Hamline School of Law in St. Paul, Minnesota.

Jeffrey Mader has served as our Chief Information Officer since April 2018. He previously served as Chief Information Officer at Imagine! Print Solutions from August 2015 to June 2017. From January 1991 to August 2014, Mr. Mader held various senior leadership positions on the technology team at Target. Since 2009, Mr. Mader has been on the board of United Through Reading, a nonprofit organization. He holds a BS in Computer Science, Finance and Management from Minnesota State University, Mankato and an MBA from the University of St. Thomas (St. Paul).
Brian Davis has served as our Chief Marketing Officer since January 2018. Mr. Davis previously served as Special Advisor on Business Strategy to Wingo, a subsidiaryArizona James E. Rogers College of Copa Airlines,Law and her BS from June 2017 to January 2018. From 2005 to 2017, Mr. Davis served in a number of leadership roles at Allegiant Travel Company, including as Vice President of Marketing and Sales from May 2014 to June 2017. Additionally, Mr. Davis was previously an Adjunct Professor of Marketing and PR at California State University, Los Angeles. He holds an MBA from the Wharton School of the University of Pennsylvania.
Arizona. She has a Master of Laws in Taxation from New York University School of Law. In addition, Ms. Neale serves as a Director for Minnesota Make-a-Wish.

Grant Whitney has served as our Chief Revenue Officer since May 2019. Prior thereto, he spent nine years at United Airlines from 2010 to 2018, most recently in the role of Vice President of Domestic Network Planning and Aircraft Scheduling from August 2016 to March 2018. Prior to that, Mr. Whitney served as Director of International Planning at US Airways, and spent 8eight years at Northwest Airlines in various commercial and network-planning functions. Mr. Whitney holds a BA in Economics from Carleton College and an MBA from the Carlson School of Management at the University of Minnesota.

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TABLE OF CONTENTSEXECUTIVE COMPENSATION

John Gyurci has served as

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This section explains our Chief Accounting Officer since October 2018. Mr. Gyurci previously served as Corporate Controller at MTS Systems Corporation, a global manufacturing company, from October 2017executive compensation philosophy, objectives, and design; our compensation governance; our compensation-setting process; our executive compensation program elements; and the decisions made in 2023 with respect to October 2018. Prior thereto, Mr. Gyurci served as Vice Presidentthe compensation of Financial Accounting & Reporting at Merrill Corporation, a technology company, from July 2011 to October 2017. Prior to that, Mr. Gyurci served as Managing Directoreach of Corporate Accounting & Reporting at Northwest Airlines. He received a BA in Accounting from the University of St. Thomas in St. Paul, Minnesota, and is also a CPA (inactive status)our named executive officers. Our named executive officers for 2023, who appear in the statesection entitled Summary Compensation Table below, are:

Named Executive Officer

Title

Jude Bricker

Chief Executive Officer

Dave Davis

President and Chief Financial Officer

Gregory Mays

EVP, Chief Operating Officer

Eric Levenhagen

SVP and Chief Human Resources Officer

Rose Neale

SVP and General Counsel

Grant Whitney

SVP and Chief Revenue Officer

2023 Performance Highlights

Fiscal year 2023 proved to be another year of Minnesota.

Bill Trousdalemilestones and growth initiatives for the Company. We believe our financial performance has served asdemonstrated the growth and resilience inherent in our Vice President of Financial Planning & Analysisbusiness model. Specifically, the Company achieved the following performance and Treasurer since June 2018. Previously, he served as Vice President of Corporate Finance and Treasurer at Global Eagle Entertainment from May 2016 to October 2017. Prior thereto, Mr. Trousdale worked at Laureate Education from 2009 to 2016, most recentlyoperational milestones:

•

The Company produced the highest pre-tax margin of all 11 public mainline carriers;

The Company produced over $1 billion in revenue for the first time in the roleCompany’s history;

The Company Outperformed 2023 Adjusted EBT Margins as measured against aircraft carriers in which we compete for talent; and

The Company launched 14 new summer routes in 2023 and announced 10 new routes for summer 2024 flying.

As described in this “Compensation Discussion & Analysis,” the Compensation and Human Resources Committee has designed incentive compensation programs that are intended to align executives’ interests with our financial and operational growth strategies and achievements and takes these performance achievements into account when designing and implementing pay opportunities.

2023 Compensation Review

During 2023, the Compensation and Human Resources Committee undertook a holistic review of Vice Presidentthe Company’s existing compensation arrangements and worked alongside an independent compensation consultant to establish compensation that is intended to reflect the Company’s ongoing transition from a newly-public company to a more independent, steady-state public company. Specifically, the Compensation and Human Resources Committee approved adjustments to Mr. Bricker’s and Mr. Davis’ existing compensation levels to provide market competitive compensation opportunities. The Compensation and Human Resources Committee also approved the framework for a new long-term incentive program (“LTI”) consisting of Financial Transformation from October 2014both time-based and performance-based restricted stock units, which program is being phased in beginning in 2024. This new LTI program is intended to March 2016. Prior thereto, he held senior finance positions at Northwest Airlinesreflect the fact that the prior LTI program was largely designed to incentivize alignment with the Company’s major private equity shareholder, in the form of performance-based options tied to returns of that private equity shareholder. These performance-based options have now vested, and US Airways. Mr. Trousdale receivedthe Compensation and Human Resources Committee recognized that as the Company continues to mature, it would be important to develop and design a BSnew long-term incentive program that would be better aligned with the business goals and

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objectives of a more steady-state public company. Going forward, the Compensation and Human Resources Committee believes it is important to align our executive compensation programs with shareholders through the use of performance-based LTI awards. Certain of the compensation elements described in Mechanical Engineering from MITthis “Compensation Discussion and an MBA from Northwestern University.

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Analysis” reflect decisions made by the Compensation and Human Resources Committee in connection with such holistic review.

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EXECUTIVE COMPENSATION
Executive Summary
Compensation Objectives, Philosophy, and Design

Objectives. The Company’s goal for its executive compensation program is to utilize a pay-for-performance compensation program that is directly related to achievement of the Company’s financial and strategic objectives. This program is designed to:

(i) provide compensation opportunities that will allow the Company to attract and retain talented executive officers who are essential to the Company’s success; success;

(ii) provide compensation that rewards both individual and corporate performance and motivates the executive officers to achieve corporate strategic objectives; objectives;

(iii) reward superior financial and operational performance in a given year, over a sustained period and expectations for the future; year;

(iv) place compensation at risk if performance goals are not achieved;achieved; and

(v) align the interests of executive officers with the long-term interests of stockholders through stock-based awards.

Philosophy. As we transition from a majority-owned private company to a more independent, steady-state public company, our compensation philosophy reflects an overall goal that pay incentives should be designed to both appropriately motivate key executive talent and promote retention, while also aligning with the longer-term interests of our shareholders more generally.

Design. Our executive compensation program is designed to appropriately balance fixed compensation elements with variable compensation elements, and is intended to create both short-term and long-term compensation opportunities designed to complement the expectations that executive officers must focus on performance of the business over both time horizons.

Compensation-Setting Process

Role of Our Compensation and Human Resources Committee. The Compensation and Human Resources Committee is responsible for overseeing all aspects of our executive compensation program, including executive salaries, payouts under our bonus plan, the size and structure of equity awards, and executive perquisites. The Compensation and Human Resources Committee is solely responsible for determining the compensation of our CEO and reviews and approves the compensation of our other executive officers. For more information regarding the responsibilities of the Compensation and Human Resources Committee, see the section entitled “Corporate Governance.”

Role of Management. In setting compensation for 2023, our Chief Executive Officer and Chief Financial Officer provide their views to the Compensation and Human Resources Committee on how to implement our compensation philosophy through our executive compensation program and attended meetings of the Compensation and Human Resources Committee. Our CEO made recommendations to the Compensation and Human Resources Committee regarding compensation for our executive officers, other than for himself, because of his oversight and daily involvement with our executive team. No executive officer participated in the final deliberations or determinations regarding his or her own compensation package or was present during such determinations.

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Our management team and the Compensation and Human Resources Committee each play a role in evaluating and mitigating any risk that may exist relating to our compensation plans, practices, and policies for all employees, including our named executive officers, as further described in the section entitled “Corporate Governance—Compensation Risk Assessment” below.

Role of Compensation Consultant. Pursuant to its charter, the Compensation and Human Resources Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. During 2023, the Compensation and Human Resources Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. Meridian assisted the Compensation and Human Resources Committee in providing advice, reports and recommendations relating to pay levels, performance goals and LTI design. Meridian also attends meetings of the Compensation and Human Resources Committee by invitation. The Compensation and Human Resources Committee evaluates annually Meridian’s independence from management, taking into consideration all relevant factors, including the six independence factors specified in the Nasdaq listing rules and applicable SEC requirements. The Compensation and Human Resources Committee reviewed the independence of Meridian and concluded that Meridian is independent and that its work for the Compensation and Human Resources Committee does not raise any conflicts of interest.

Use of Comparative Market Data. We aim to compensate our executive officers at levels that are commensurate with the most competitive levels of compensation for executives in similar positions at the group of publicly-traded peer companies set forth below, with whom we compete for hiring and retaining executive talent (our “Peer Group”). In making compensation decisions, the Compensation and Human Resources Committee also considers the scope of responsibility and tenure of each executive officer, the unvested balances of equity awards held by each executive officer, as well as the Compensation and Human Resources Committee’s assessment of each executive officer’s performance and impact on the organization. In determining 2023 compensation, the Compensation and Human Resources Committee did not use a formula for taking into account these different factors.

We analyze market data for executive compensation at least annually using the most relevant published survey sources, information available from public filings, and input from Meridian. Management and Meridian provided the Compensation and Human Resources Committee with both cash and equity compensation data for our Peer Group. With input from Meridian, the Compensation and Human Resources Committee considered the following selection criteria to identify the peer group:

(i)

Industry comparability, with a focus on Airline and Air Freight & Logistics companies;

(ii)

Trailing Q4 revenue; and

(iii)

Market capitalization.

Using these factors, the Peer Group used for setting 2023 compensation consisted of the following eight companies:

Air Transport Services Group

Allegiant Travel Company

Atlas Air Worldwide Holdings

Frontier Group Holdings

Hawaiian Holdings

Mesa Air Group

SkyWest

Spirit Airlines

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In 2023, the Compensation and Human Resources Committee reviewed our executive compensation against this Peer Group to ensure that our executive officer compensation was competitive and sufficient to recruit and retain our executive officers, and to ensure compensation pay levels were generally aligned with market.The Compensation and Human Resources Committee set target total direct compensation levels for 2023 that were generally within a competitive range of the market median, with consideration to other factors including individual and Company performance, retention, scope of role, and internal equity.

The Compensation and Human Resources Committee expects to periodically review and update our Peer Group and the underlying criteria as our business and market environment continue to evolve.

Elements of Executive Compensation

Our executive officer compensation package for 2023 generally consisted of the following three elements:

base salary;

short-term performance-based cash bonus (annual); and

long-term equity-based compensation in the form of RSUs.

We believe that our compensation mix supports our objective of focusing on at-risk compensation having significant financial upside based on our performance relative to Company operational and financial goals. We expect to continue to emphasize equity awards because of the direct link that equity compensation provides between long-term shareholder interests and the interests of our executive officers, thereby motivating our executive officers to focus on increasing our value over the long term.

Base Salary. The Compensation and Human Resources Committee believes base salaries are a necessary element of compensation in order to attract and retain highly qualified executive officers. The Compensation and Human Resources Committee reviews the base salaries of our executive officers at least annually and may adjust them from time to time, if needed, to reflect changes in market conditions or other factors.

During 2023, in connection with the Compensation and Human Resources Committee’s holistic review of the executive officers’ pay levels, the Compensation and Human Resources Committee approved base salary increases for Messrs. Levenhagen and Whitney, and Ms. Neale, to $325,000, and to $400,000 for Mr. Mays. In connection with entering into new employment agreements in May of 2023 with Messrs. Bricker and Davis, the Compensation and Human Resources Committee approved increases to their base salary levels to $650,000 for Mr. Bricker and $500,000 for Mr. Davis. The Compensation and Human Resources Committee determined that these salary adjustments were appropriate in order to provide market competitive compensation opportunities as the Company transitions from a newly-public company to a more independent, steady-state public company.

Named Executive Officer  Base Salary as of December 31,
2023 ($)		 

Jude Bricker

  $650,000 

Dave Davis

  $500,000 

Gregory Mays

  $400,000 

Eric Levenhagen

  $325,000 

Rose Neale

  $325,000 

Grant Whitney

  $325,000 

Cash Bonuses. Our annual cash bonus program for 2023 was designed to deliver variable cash incentives, payable annually, that are designed to motivate our executive officers to focus on Company priorities and to reward them for performance achievements tied to financial and operational goals. In 2023, individual target bonus percentages for each named executive officer were established as a percentage of such executive’s base salary. During 2023, in connection with the Compensation and Human Resources Committee’s holistic review of

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the executive officers’ pay levels, the Compensation and Human Resources Committee reduced each executive officer’s target annual bonus percentage in order to ensure that short-term cash compensation levels and overall pay mix were being set within the market range of our peers, after taking into account the increases in base salary levels that were approved during 2023, as shown in the table below:

Named Executive Officer  2023 Target Annual Bonus %
(as a % of Base Salary) as of
January 1, 2023		  2023 Target Annual Bonus %
(as a % of Base Salary) as of
December 31, 2023		 

Jude Bricker

   150%   125% 

Dave Davis

   125%   100% 

Gregory Mays

   100%   80% 

Eric Levenhagen

   75%   60% 

Rose Neale

   75%   60% 

Grant Whitney

   75%   60% 

Under the 2023 bonus program, our adjusted EBITDA must be positive in order for any portion based on corporate performance metrics to be earned. The criteria for paying 2023 annual bonuses is illustrated in the chart below:

2023 Bonus Metric

  Weight  Threshold  Target  Maximum  2023
Result		  Weighted
Payout
Percentage		 

Fuel-neutral Adj. EBT Margin

   30%   10%   12.9%   13.5%   10.5%   12.8% 

ULCC Adj. EBT Margin Ranking

   20%   3   2   1   1   35.0% 

Adjusted CASM (cents)

   30%   7.74   7.34   7.24   7.48   29.6% 

A-14 (Sched. Service)

   5%   75.0%   77.0%   82.0%   74.2%   0.0% 

CCF (Sched. Service)

   5%   99.0%   99.5%   99.9%   99.6%   7.3% 

Freighter Ops Performance

   10%   97.0%   97.5%   98.5%   97.2%   7.0% 

The Compensation and Human Resources Committee determined that the 2023 bonus metrics described above were appropriate given that each of these metrics drives key aspects of our operational and financial performance:

Fuel-neutral Adjusted EBT Margin measures the Company’s Earnings Before Taxes margin after removing stock compensation costs and other unusual items. Additionally, fuel expense and fuel-related charter reimbursements are adjusted to reflect the price of fuel that was anticipated to be paid when the Company’s 2023 operating budget was set, rather than the actual price paid during the year.

Adjusted EBT Margin Ranking measures the Company’s Earnings Before Taxes margin after removing stock compensation costs and other unusual items, as compared to the Adjusted EBT margins of other carriers in our industry peer set. For purposes of this measurement, these peers are Allegiant, Frontier, Alaska, Hawaiian, JetBlue and Spirit airlines.

•

Adjusted CASM measures the cost per available seat mile (“ASM”) of our passenger service business. Adjusted CASM is calculated using the total operating expenses, excluding fuel costs, non-cash management stock compensation expense, costs arising from our cargo operations, depreciation and amortization recognized on certain assets that generate lease income, certain commissions, and other costs of selling our vacations product, divided by total ASMs.

•

A-14 (Scheduled Service) measures the percentage of our scheduled service flights that arrive within 14 minutes of their scheduled arrival time.

CCF, or controllable completion factor, measures the percentage of our scheduled flights that were actually flown. This metric excludes flights that were canceled for reasons beyond our control, including cancelations due to weather, air traffic control, or other government-directed actions affecting airspace or airport operations.

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Cargo Performance measures the percentage of our cargo service flights that arrive within 15 minutes of their scheduled arrival time. This metric excludes flights that arrive later than 15 minutes late for reasons beyond our control, including but not limited to: weather, air traffic control, or government-directed actions affecting airspace or airspace operations.

This resulted in an overall payout percentage of 91.8% of the overall target award, equating to the below individual payout amounts, which amounts are reflected in the Summary Compensation Table in the “Non-Equity Incentive Plan” column:

Named Executive Officer  2023 Annual Bonus ($) 

Jude Bricker

  $670,204 

Dave Davis

  $443,765 

Gregory Mays

  $289,113 

Eric Levenhagen

  $168,712 

Rose Neale

  $168,712 

Grant Whitney

  $175,538 

In connection with entering into their new employment agreements in May of 2023, Mr. Bricker and Mr. Davis each received a one-time agreement bonus of $500,000 and $300,000, respectively. These agreement bonuses were paid to Mr. Bricker and Mr. Davis in consideration for entering into their new employment agreements having terms of four years and two years, respectively. The Compensation and Human Resources Committee determined that providing these one-time agreement bonuses was appropriate given the importance of retaining Mr. Bricker and Mr. Davis.

Equity Compensation. We use equity compensation to align our executive officers’ financial interests with those of our shareholders, to attract industry leaders of the highest caliber, and to retain them for the long term. For 2023, the Compensation and Human Resources Committee approved an LTI program consisting of time-based restricted stock units (“RSUs”). Because the ultimate value realized from the vesting and settlement of RSUs is directly tied to our stock price, time-based RSUs are intended to provide both retention over a longer-term time period while also delivering direct alignment with stockholder interests. For the NEOs other than Mr. Bricker and Mr. Davis, these RSU awards were granted in January 2023. In spring of 2023 and as part of their new employment agreements, the Compensation and Human Resources Committee worked with Meridian to review and determine the appropriate value of the RSUs to be granted to Mr. Bricker and Mr. Davis in connection with a broader review of their total target annual compensation levels.

During 2023, 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 2023
LTI ($)		 

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 

RSUs vest over three years on a quarterly vesting schedule, subject to continued employment on the applicable vesting dates.

Performance-Based Stock Options

Prior to our initial public offering, certain of our NEOs were granted performance-based stock options which were subject to vesting based on achievement of certain multiples of invested capital of our former major

25

private equity holder, as measured on certain dates/events. At the beginning of 2023, a portion of these performance-based stock options had not yet been earned, and therefore continued to serve as a performance-based equity incentive tool, ensuring ongoing alignment of the NEOs’ compensation opportunities with Company performance/stock price. During 2023, all of these performance-based options became fully vested in accordance with the terms of the applicable award agreements. Given these awards have now been fully earned, the Compensation and Human Resources Committee will continue to review our LTI program to ensure that the interests of the executive officers are aligned with those of our shareholders through the use of new LTI vehicles that are designed to focus on increased shareholder value, retention and pay-for-performance metrics that are consistent with the Company’s strategy to align with the market practices of our peers and other mature, steady-state public companies, as described in more detail below.

2024 Compensation Decisions – Continued Focus on Performance-Based Equity Awards

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”). The introduction of PSUs to the LTI program reflects the Compensation and Human Resources Committee’s intention to continuously update our existing compensation programs to reflect the growth of our business and continued transition from a majority-held Company to a more mature organization. For time-based RSUs granted to our executive officers in 2024, the Compensation and Human Resources Committee approved a three-year annual vesting schedule to align with the practices of more steady-state publicly traded companies. For the 2024 PSUs, the Compensation and Human Resources Committee approved the following performance metrics: Adjusted EPS (weighted at 50%) and Relative Pretax Margin (weighted at 50%). Mr. Bricker and Mr. Davis received 60% of their 2024 LTI grant in the form of PSUs and 40% in the form of time-based RSUs, while the other NEOs received 25% in the form of PSUs and 75% of their 2024 LTI grants in the form of time-based RSUs. The Compensation and Human Resources Committee also approved a “phase in” schedule for future PSU awards for executive officers (other than Mr. Bricker and Mr. Davis, who will continue to receive at least a 60%/40% split) which would provide that such executive officers’ LTI award for 2025 would be 37% in the form of PSUs and 63% in the form of time-based RSUs, with a split of 50%/50% being phased in by 2026.

PERQUISITES AND OTHER BENEFITS

Our named executive officers participate in the same ongoing retirement plans as our other employees generally, including a defined contribution plan. The Company also provides a cell phone allowance in certain circumstances, and contributes to life insurance and health savings accounts for the named executive officers. Our named executive officers are also entitled to receive flight benefits under our Universal Air Travel Plan (“ATP”). Under the ATP, certain executives, including our NEOs, receive an annual dollar value that they may use for personal travel on our flights for themselves and certain qualifying friends and family. Each one-way flight taken is valued at $75. As the ATP benefit utilized by the executive is taxable income to the NEOs, the Company pays such taxes on a grossed-up basis.

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EXECUTIVE COMPENSATION TABLES

The following table sets forth the compensation paid or awarded to our named executive officers, or NEOs, by the Company and its affiliates for services rendered in all capacities to the Company and its affiliates in fiscal years 20202021, 2022 and 2021:

2023:

Summary Compensation Table

Name and
Principal Position
​​
Year
​​
Salary ($)
​​
Bonus ($)(1)
​​
Stock
Awards ($)(2)
​​
Non-Equity
Incentive Plan
Compensation
($)
​​
All Other
Compensation
($)(3)
​​
Total ($)
Jude Bricker
​​
2021
​​
$200,000
​​
$345,500
​​
$—
​​
$—
​​
$21,592
​​
$567,092
Chief Executive Officer
​​
2020
​​
$200,000
​​
$340,000
​​
$—
​​
$—
​​
$23,777
​​
$563,777
Dave Davis
​​
2021
​​
$360,000
​​
$315,314
​​
$—
​​
$—
​​
$16,492
​​
$691,806
President and Chief Financial Officer
​​
2020
​​
$360,000
​​
$270,000
​​
$—
​​
$—
​​
$14,456
​​
$644,456
Gregory Mays
​​
2021
​​
$300,000
​​
$262,500
​​
$—
​​
$—
​​
$20,389
​​
$582,889
Chief Operating Officer
​​
2020
​​
$300,000
​​
$56,250
​​
$56,194
​​
$—
​​
$14,663
​​
$427,107

Name and Principal Position

  Year   Salary
($)		  Bonus
($)(1)		  Stock
Awards
($)(2)		 Non-Equity
Incentive
Plan(3)		  All Other
Compensation
($)(4)		  Total
($)

Jude Bricker

   2023   $546,875  $500,000  $1,500,000 $670,204  $32,727  $3,249,806

Chief Executive Officer

   2022   $280,208  $—   $492,195(5) $—   $21,417  $793,820
   2021   $200,000  $345,500  $—  $—   $21,592  $567,092

Dave Davis

   2023   $447,500  $300,000  $370,000 $443,765  $21,104  $1,582,369

President and Chief Financial Officer

   2022   $360,000  $148,500  $337,504 $—   $16,564  $862,568
   2021   $360,000  $315,314  $—  $—   $16,492  $691,806

Gregory Mays

   2023   $351,250  $—   $387,500 $289,113  $23,854  $1,051,717

Chief Operating Officer

   2022   $304,583  $192,150  $193,770 $—   $18,609  $709,111
   2021   $300,000  $262,500  $—  $—   $20,389  $582,889

Eric Levenhagen

SVP and Human Resources Officer

   2023   $273,542  $—   $172,500 $168,712  $20,842  $635,596

Rose Neale

   2023   $273,542  $—   $172,500 $168,712  $16,690  $631,444

General Counsel

   2022   $213,125  $101,588  $400,000 $—   $8,759  $723,472

Grant Whitney

SVP and Chief Revenue Officer

   2023   $281,875  $—   $172,500 $175,538  $15,479  $645,392

(1)

For Messrs. Bricker and Davis, the amounts shown in this column for 2023 reflect a one-time agreement bonus paid in connection with the entry into their respective employment agreements in May of 2023, of $500,000 and $300,000, respectively. Amounts for fiscal year 20212022 for all NEOs reflect (i) for Mr. Bricker, a discretionary annual cash bonus of $245,500 for performance in respect of fiscal year 2021 (reflecting 122.8% of his base salary) and a one-time special performance bonus of $100,000, and (ii) for Messrs. Davis and Mays, discretionary annual cash bonuses for performance in respect offor fiscal year 2021 (reflecting 87.6% and 87.6% of base salary for Messrs. Davis and Mays, respectively).2022.

Amounts for fiscal year 20202021 reflect (i) for Mr. Bricker, a discretionary annual cash bonusesbonus of $245,500 for performance in respect offor fiscal year 2020.

2021 and a one-time special performance bonus of $100,000, and (ii) for Messrs. Davis and Mays, a discretionary annual cash bonus for performance for fiscal year 2021.

(2)

The amounts reported reflect the aggregate grant date fair value of an award of fully vested stock.restricted stock units granted to our NEOs in the applicable fiscal year, calculated in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the stock awards, refer to Note 10 to our audited consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.

(3)

The amounts reported for 2023 reflect the annual bonus amounts earned pursuant to the Company’s annual cash bonus program for 2023, based on achievement of the applicable performance metrics. These amounts are being reported as Non-Equity Incentive Plan compensation in order to reflect that the bonus amounts earned are based on formulaic performance metrics.

(4)

For each of our NEOs, the amounts under “All Other Compensation” for fiscal year 20212023 represent the Company’s contributions in respect of life insurance and our 401(k) Plan ($11,66214,407 for Mr. Bricker, $13,229 for Messrs. Bricker, Davis and Mays)Mays, $12,984 for Mr. Whitney, $12,601 for Ms. Neale and $13,472 for Mr. Levenhagen), annual cell phone allowance ($780720 for Messrs. Bricker, Davis, Mays, Whitney and

27

Levenhagen, and Mays)$180 for Ms. Neale), executive physical reimbursementand the Company’s contributions in respect of health savings accounts ($822500 for Mr. Mays)all NEOs) and flight benefits under our ATP. Under the ATP, certain executives, including our NEOs, receive an annual dollar value that they may use for personal travel on our flights for themselves and certain qualifying friends and family. Each one-way flight taken is valued at $75, which is the average cost to us of a one-way flight.$75. For fiscal 2021,2023, each NEO receivedutilized a travel bank under the ATP ($15,00017,100 for Mr. Bricker, $12,500$3,300 for Mr. Davis, and $12,500$4,875 for Mr. Mays)Mays, $1,275 for Mr. Whitney, $1,425 for Ms. Neale and $6,150 for Mr. Levenhagen). As theThe ATP benefit utilized by the executive is taxable income to the NEOs and the Company pays such taxes on a grossed up basis, and the amounts reflected under “All Other Compensation”referred to in respectthe prior sentence include the amount of any such gross up paid.
(5)

The Company granted 24,258 restricted stock units to Jude Bricker on June 9, 2022, with a grant date fair value equal to $492,195. Based on Treasury and SEC guidance, the grant inadvertently caused Mr. Bricker’s total compensation for fiscal year 2022 to temporarily exceed certain compensation restrictions applicable to the Company in connection with the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) by $318,710. Once this was identified, in January 2023, Mr. Bricker voluntarily rescinded the unvested portion of the ATP benefit utilizedgrant that caused the compensation to exceed the CARES Act limit. Because the original equity grant was a grant on paper only, it did not result in Mr. Bricker receiving cash benefits in excess of his relevant total compensation threshold, and, as noted here, the excess amount was related to a portion of the equity award grant which had not yet vested and was subsequently rescinded.

2023 Grants of Plan-Based Equity Awards Table

The following table presents, for each of the named executive officers, information concerning each grant of an equity award made during the year ended December 31, 2023. This information supplements the information about these awards set forth in the Summary Compensation Table.

Name

  Grant Date   All Other Stock
Awards: Number of
Shares of Stock or
Units
(#)(1)		   Grant Date Fair
Value of Stock
Awards
($)(2)		 

Jude Bricker

   05/08/2023    83,057    1,500,000 

Dave Davis

   05/08/2023    20,488    370,000 

Gregory Mays

   01/03/2023    24,326    387,500 

Eric Levenhagen

   01/03/2023    10,829    172,500 

Rose Neale

   01/03/2023    10,829    172,500 

Grant Whitney

   01/03/2023    10,829    172,500 

(1)

Amounts in this column represent RSUs granted during fiscal year 2023. RSUs vest based on the continued service of the NEO through the applicable vesting dates. See the footnotes to the 2023 Outstanding Equity Awards at Fiscal Year-End Table for fiscal 2021 were adjusted to $9,150, $4,050 and $7,125 for Messrs, Bricker, Davis and Mays, respectively.more information regarding the applicable vesting schedules.

(2)

The amounts in this column reflect the grant date fair value of RSUs granted to our NEOs in the applicable fiscal year, calculated in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the stock awards, refer to Note 10 to our audited consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC.

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Amounts for fiscal year 2020 represent the Company’s contributions in respect of life insurance

2023 Outstanding Equity Awards at Fiscal Year-End Table

Executive

 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)		  Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		  Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)		  Option
Exercise Price
($)		  Option
Expiration
Date		  Number of
Shares or
Units
That Have Not
Vested
(#)(2)		  Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)(5)		 

Jude Bricker

  1,411,492   —    —   $5.30   11/21/2028   55,370(3)   870,970 

Dave Davis

  458,627   —    —   $5.30   4/17/2029   9,702(2)   152,612 
  121,406   —    —   $15.17   11/19/2029   15,365(3)   241,691 

Gregory Mays

  537,342   —    —   $5.30   7/1/2029   5,570(2)   87,616 
          18,243(4)   286,962 

Eric Levenhagen

  —    —    —      2,478(2)   38,979 
       8,120(4)   127,728 

Rose Neale

  20,150   —    —   $33.50   07/27/2031   11,500(2)   180,895 
          8,120(4)   127,728 

Grant Whitney

  212,526   —    —   $5.30   7/31/2029   2,695(2)   42,392 
       8,120(4)   127,728 

(1)

Options were originally granted as options to purchase SCA common stock and were converted into options to purchase common stock in connection with the Reorganization Transactions. Reflects time-based and performance-based options previously granted that were fully vested as of December 31, 2023.

(2)

Each of the NEOs were granted RSUs on June 9, 2022, which vest in 12 quarterly installments on the last day of each calendar quarter following the vesting commencement date (i.e., the last day of the first full calendar quarter following June 9, 2022), subject to the NEO’s continued employment through the applicable vesting date.

(3)

Each of Mr. Bricker and Davis were granted RSUs on May 8, 2023. For Mr. Bricker, three twelfths (3/12th) of the award vested on June 30, 2023, and the remaining nine twelfths (9/12th) of the award will vest ratably over the subsequent nine (9) calendar quarters, subject to Mr. Bricker’s continued employment through the applicable vesting date. For Mr. Davis, two twelfths (2/12th) of the award vested on June 30, 2023, and the remaining ten twelfths (10/12th) of the award will vest ratably over the subsequent ten (10) calendar quarters, subject to Mr. Davis’ continued employment through the applicable vesting date.

(4)

Each of the NEOs, other than Mr. Bricker and Davis, were granted RSUs on January 3, 2023, which vest in 12 quarterly installments on the last day of each calendar quarter following the vesting commencement date (i.e., the last day of the first full calendar quarter following January 6, 2023), subject to the NEO’s continued employment through the applicable vesting date.

(5)

Amounts shown in this column are determined by multiplying the number of shares or units reported in the “Number of Shares or Units That Have Not Vested” column by $15.73, the closing price of our common stock on December 29, 2023 (the last trading day of 2023).

29

2023 Option Exercises and our 401(k) Plan ($11,258 for Mr. Bricker, $11,458 for Mr. Davis and $11,210 for Mr. Mays), annual cell phone allowance ($720 for Stock Vested Table

  Option Awards  Stock Awards 

Named Executive Officer

 Number of Shares Acquired
on Exercise (#)		  Value Realized on Exercise
Date ($)(1)		  Number of Shares Acquired on
Vesting (#)		  Value Realized on
Vesting ($)(2)		 

Jude Bricker

  37,787   683,776   29,709   598,892 

Dave Davis

  —    —    10,668   203,081 

Gregory Mays

  —    —    9,267   174,792 

Eric Levenhagen

  133,838   1,988,124   4,127   77,840 

Rose Neale

  —    —    9,281   172,339 

Grant Whitney

  17,055   174,411   4,249   80,077 

(1)

The value realized on exercise of options is calculated by multiplying the number of shares exercised times the difference between the fair market value of a common share at the time of exercise and the exercise price of the options.

(2)

The value realized on vesting is calculated by multiplying the number of shares vested by the closing price of our shares on the date the stock awards vested.

Employment Arrangements with Named Executive Officers

Messrs. Bricker, Davis and Mays)Mays are party to employment agreements with the Company, and flight benefits under our ATP. For fiscal 2020, each NEO received a travel bank underMr. Whitney, Ms. Neale and Mr. Levenhagen are party to employment letters with the ATP ($15,000 for Mr. Bricker and $12,500 for Messrs, Davis and Mays). Amounts reflected under “All Other Compensation” in respect of the ATP benefit utilized for fiscal 2020 were adjusted to $11,799, $2,278 and $2,733 for Messrs, Bricker, Davis and Mays, respectively.

Employment Agreements with Named Executive Officers
Company.

Jude Bricker Employment Agreement

We

Sun Country entered into a second amended and restatedan employment agreement with Jude Bricker to serve as Chief Executive Officer of the Company, dated as of November 7, 2018.April 11, 2023. The agreement extends for an initial term of fivefour years from April 11, 20182023 until April 11, 2023,2027, and shall thereafterwill continue to be automatically extended for successive

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one-year periods, unless either party provides written notice of non-renewal at least 90 days prior to the expiration of the initial term or any extended term. Pursuant to the employment agreement, Mr. Bricker’s annual base salary shallbeginning May 1, 2023 will be no less than $200,000 and$650,000. Mr. Bricker shall bewas also paid a signing cash bonus of $500,000 shortly following the date on which the employment agreement was signed, and he is also eligible to receive a non-discretionary annual bonus equal to $60,000, andfor a discretionary performance-based annual bonus with a target equal to 200%125% of his annual base salary.

In connection with Mr. Bricker’s agreement, Mr. Bricker received an option to purchase shares of SCA common stock equal to 3%was granted $1,500,000 in the form of the fully diluted total outstanding shares of SCA commonrestricted stock units, subject to the terms and conditions set forth inof the SCA Acquisition Equity Plan and a non-qualified stock option agreement thereunder. Additionally,2021 Omnibus Incentive Plan. For the 2024 fiscal year, Mr. Bricker purchased $6,500,000 in shares of SCA common stock at the same indicative price per share paid by the Apollo Funds, a portion of which was paid through a Company loanwill receive, subject to Board approval and subject to Mr. Bricker in exchange forremaining employed through the grant date, restricted stock units under the 2021 Omnibus Incentive Plan having a promissory note,target value of $2,000,000, consisting of 60% performance-based restricted stock units and 40% time-based restricted stock units. For subsequent fiscal years, Mr. Bricker will be eligible to receive restricted stock units under the 2021 Omnibus Incentive Plan having a target value of $2,000,000 per annum and containing such other terms as determined by the Board, including with a principal amount equalrespect to $2,500,000, which loan was repaid in February 2021.

any performance conditions applicable to such restricted stock units.

Mr. Bricker is also entitled to travel benefits, including an annual credit of $15,000$20,000 in his ATP account for personal travel on Company scheduled flights for him and certain qualifying friends and family. Mr. Bricker may also travel on scheduled Company flights in accordance with the Company’s general employee travel policy, the cost of which is not deducted from Mr. Bricker’s ATP account. Upon the earlier of April 11, 2023 or a Change in Control (as defined in the SCA Acquisition Equity Plan), Mr. Bricker’s travel benefits will vest for his lifetimeare non-forfeitable and betherefore are useable by Mr. Bricker for the remainder of his life.

In addition to the compensation and benefits described herein, Mr. Bricker’s employment agreement also provides for compensation and benefits under specified circumstances in connection with the termination of his employment, as described below under “—Potential“-Potential Payments upon Termination.Upon Termination.”

30

Mr. Bricker is subject to restrictive covenants, including non-competition during employment and for 1812 months thereafter, non-solicitation of employees (including no-hire), officers, customers, consultants customers and suppliers during employment and for 1812 months thereafter, non-disclosure of confidential information for a perpetual period of time and non-disparagement by Mr. Bricker for a perpetual period of time.

Dave Davis Employment Agreement

Sun Country Inc. entered into an employment agreement with Dave Davis to serve as President and Chief Financial Officer, effective as of April 11, 2018. Mr. Davis was thereafter promoted to President and Chief Financial Officer effective November 5, 2019.2023. The agreement extends for a term of fivetwo years until April 11, 2023.2025. Pursuant to the employment agreement, Mr. Davis’ annual base salary beginning AprilMay 1, 2019 shall2023, will be no less than $360,000.$500,000. Mr. Davis is alsowas paid a signing cash bonus of $300,000 shortly following the date on which the employment agreement was signed, and he will be eligible to receivefor a discretionary performance-based annual bonus with a target equal to 75%100% of his annual base salary, Mr. Davis may request, subject to approval by the chief executive officer and the board of directors, a portion of his discretionary annual bonus to become guaranteed and payable.

salary.

In connection with Mr. Davis’ agreement, Mr. Davis received an option to purchase SCA common stock equal to 1.45%was granted $370,000 in the form of the fully diluted total outstanding SCA commonrestricted stock units, subject to the terms and conditions set forth inof the SCA Acquisition Equity Plan and a non-qualified stock option agreement thereunder. Additionally,2021 Omnibus Incentive Plan. For the 2024 fiscal year, Mr. Davis hadwill receive, subject to Board approval and subject to Mr. Davis remaining employed through the opportunitygrant date, restricted stock units under the 2021 Omnibus Incentive Plan having a target value of $850,000, consisting of 60% performance-based restricted stock units and 40% time-based restricted stock units. For subsequent fiscal years, Mr. Davis will be eligible to purchase SCA commonreceive restricted stock atunits under the same indicative price2021 Omnibus Incentive Plan having a target value of $850,000 per share paidannum and containing such other terms as determined by the Apollo Funds.

Board, including with respect to any performance conditions applicable to such restricted stock units.

Mr. Davis is also entitled to travel benefits, including an annual credit of $12,500 in his ATP account for personal travel on Company scheduled flights for him and certain qualifying friends and family. Mr. Davis may also travel on scheduled Company flights in accordance with the Company’s general employee travel policy, the cost of which is not deducted from Mr. Davis’ ATP account. Upon the earlier of April 11, 2023 or a Change in Control (as defined in the SCA Acquisition Equity Plan), Mr. Davis’ travel benefits will vest for his lifetimeare non-forfeitable and betherefore are useable by Mr. Davis for the remainder of his life.

In addition to the compensation and benefits described herein, Mr. Davis’ employment agreement also provides for compensation and benefits under specified circumstances in connection with the termination of his employment, as described below under “—Potential“-Potential Payments upon Termination.Upon Termination.”

Mr. Davis is subject to restrictive covenants, including non-competition during employment and for 12 months thereafter, non-solicitation of employees (including no-hire), officers, consultants, customers and suppliers during employment and for 12 months thereafter, non-disclosure of confidential information for a perpetual period of time and non-disparagement by Mr. Davis for a perpetual period of time.

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Gregory Mays Employment Agreement

Sun Country Inc. entered into an employment agreement with Gregory Mays to serve as Chief Operating Officer, effective as of June 3, 2019. The agreement extends for an initial term of five years until June 3, 2024 and provides that it would thereafter be automatically extended for successive one-year periods, unless either party provides written notice of non-renewal at least 90 days prior to the expiration of the initial term or any extended term. Neither party provided a notice of non-renewal in 2024, so the contract currently extends until June 3, 2025. Pursuant to the employment agreement, Mr. Mays’ annual base salary shallwill be no less than $300,000. Mr. Mays shall also be eligible to receive$300,000 with a discretionary annual bonus with a target equal to be no less than 75% of his annual base salary. Effective as of July 1, 2023, Mr. Mays also receivedMays’ annual base salary was adjusted to $400,000 with a relocationdiscretionary annual bonus of $52,000 for his relocationtarget equal to the Minneapolis, Minnesota area; however, had Mr. Mays resigned from employment for any reason prior to June 3, 2021, he would have had to repay to the Company within 30 days80% of his termination a prorated portion of the relocation bonus.

In connection with Mr. Mays’ agreement, Mr. Mays received an option to purchase SCA common stock equal to 1.0% of the fully diluted total outstanding SCA common stock, subject to the terms and conditions set forth in the SCA Acquisition Equity Plan and a non-qualified stock option agreement thereunder.
annual base salary.

Mr. Mays is also entitled to travel benefits, including an annual credit of $12,500 in his ATP account for personal travel on Company scheduled flights for him and certain qualifying friends and family. Mr. Mays may

31

also travel on scheduled Company flights in accordance with the Company’s general employee travel policy, the cost of which is not deducted from Mr. Mays’ ATP account. Upon the earlier to occur of (x) reaching five (5) years of service from June 3, 20242019; or a Change(y) the consummation of certain change in Control (as defined in the SCA Acquisition Equity Plan)control transaction(s), Mr. Mays’these travel benefits will vest for his lifetime and be useable by Mr. Maysbecome non-forfeitable for the remainder of his life.

executive’s lifetime.

In addition to the compensation and benefits described herein, Mr. Mays’ employment agreementletter also provides for compensation and benefits under specified circumstances in connection with the termination of his employment, as described below under “—Potential“-Potential Payments uponUpon Termination.”

In connection with his employment agreement,

Mr. Mays is subject to restrictive covenants, including non-competition during employment and for 12 months thereafter, non-solicitation of employees (including no-hire), officers, consultants, customers and suppliers during employment and for 12 months thereafter, non-disclosure of confidential information for a perpetual period of time and non-disparagement by Mr. Mays for a perpetual period of time.

2021 Outstanding Equity Awards at Fiscal Year-End Table
The following table lists each NEO’s outstanding equity awards at the end

Eric Levenhagen Employment Letter

Sun Country entered into an employment letter with Eric Levenhagen to serve as Senior Vice President and Chief Human Resources Officer, effective as of fiscal 2021.

Outstanding Equity Awards At Fiscal 2021 Year-End
Executive
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(2)(3)
​​
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)(2)(4)
​​
Option
Exercise
Price ($)
​​
Option
Expiration Date
Jude Bricker
​​
302,710
​​
155,160
​​
991,409
​​
$5.30
​​
11/21/2028
Dave Davis
​​
0
​​
62,064
​​
396,563
​​
$5.30
​​
4/17/2029
​
12,930
​​
25,860
​​
82,616
​​
$15.17
​​
11/19/2029
Gregory Mays
​​
103,438
​​
103,439
​​
330,465
​​
$5.30
​​
7/1/2029
(1)
On November 19, 2019, Mr. Davis was granted additional options with an exercise price of $15.17 in connection with his promotion to President and Chief Financial Officer.
(2)
Options were originally granted as options to purchase SCA common stock and were converted into options to purchase common stock in connection with the Reorganization Transactions.
(3)
For Messrs. Bricker and Davis, the time-based component of options granted in 2018 vest and become exercisable ratably on each of the first four anniversaries of April 11, 2018, subject to the holder continuing to provide services to the Company through each such vesting date. For Mr. Davis, the time-based component of options granted in 2019 vest and become exercisable ratably on each of the
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first four anniversaries of November 5, 2019, subjectJuly 1, 2023, on an at-will basis. Pursuant to the holder continuingemployment letter, Mr. Levenhagen’s annual base salary is currently $325,000. Mr. Levenhagen is also eligible to provide servicesreceive a discretionary annual bonus.

Mr. Levenhagen is also entitled to travel benefits, including an annual credit of $10,000 in his ATP account for personal travel on Company scheduled flights for him and certain qualifying friends and family. Mr. Levenhagen may also travel on scheduled Company flights in accordance with the Company’s general employee travel policy, the cost of which is not deducted from Mr. Levenhagen’s ATP account. Mr. Levenhagen’s travel benefits are non-forfeitable and therefore are useable by Mr. Levenhagen for the remainder of his life.

In addition to the compensation and benefits described herein, Mr. Levenhagen’s employment letter also provides for compensation and benefits under specified circumstances in connection with the termination of his employment, as described below under “-Potential Payments Upon Termination.”

Rose Neale Employment Letter

Sun Country entered into an employment letter with Rose Neale to serve as Senior Vice President and General Counsel, effective as of July 1, 2023, on an at-will basis. Pursuant to the employment letter, Ms. Neale’s annual base salary is currently $325,000. Ms. Neale is also eligible to receive a discretionary annual bonus.

Ms. Neale is also entitled to travel benefits, including an annual credit of $10,000 in her ATP account for personal travel on Company through each such vesting date. For Mr. Mays,scheduled flights for her and certain qualifying friends and family. Ms. Neale may also travel on scheduled Company flights in accordance with the time-based componentCompany’s general employee travel policy, the cost of optionswhich is not deducted from Ms. Neale’s ATP account. Upon the earlier to occur of (x) reaching five (5) years of service with the Company measured from April 19, 2021; or (y) the consummation of certain change in control transaction(s), these travel benefits will vest and become exercisable ratably on each ofnon-forfeitable for the first four anniversaries of June 3, 2019, subjectexecutive’s lifetime.

In addition to the holder continuingcompensation and benefits described herein, Ms. Neale’s employment letter also provides for compensation and benefits under specified circumstances in connection with the termination of her employment, as described below under “-Potential Payments Upon Termination.”

Grant Whitney Employment Agreement

Sun Country entered into an employment letter with Grant Whitney to provide servicesserve as Senior Vice President and Chief Revenue Officer, effective as of July 1, 2023, on an at-will basis. Pursuant to the employment letter,

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Mr. Whitney’s annual base salary is currently $325,000. Mr. Whitney is also eligible to receive a discretionary annual bonus.

Mr. Whitney is also entitled to travel benefits, including an annual credit of $10,000 in his ATP account for personal travel on Company through each such vesting date. All time-based options will acceleratescheduled flights for him and vestcertain qualifying friends and family. Mr. Whitney may also travel on scheduled Company flights in full upon a Changeaccordance with the Company’s general employee travel policy, the cost of which is not deducted from Mr. Whitney’s ATP account. Upon the earlier to occur of (x) reaching five (5) years of service with the Company measured from May 20, 2019; or (y) the consummation of certain change in Control (as defined in the SCA Acquisition Equity Plan).

(4)
Performance-based options vest and become exercisable upon a Change in Control (as defined in the SCA Acquisition Equity Plan) subject to the satisfaction of performance-based criteria. Specifically, 33% of the performance-based options will vest and become exercisable upon a Change in Control if the Company’s private equity investors achieve a MOIC of 3.0x and 100% of the performance-based options will vest and become exercisable upon a Change in Control if the Company’s private equity investors achieve a MOIC of at least 5.0x. Vesting in respect of achievement between a MOIC of 3.0x and a MOIC of 5.0x is linearly interpolated. In the event that 100% of the performance-based options have not vested prior to or at the time of the effectiveness of our initial public offering, on certain “MOIC Test Dates” (i.e., months following our initial public offering), unvested performance-based options will vest according to the following schedule based on achievement of a multiple equal to the ratio of (i) the sum of (A) the amount of all cash consideration, plus (B) the then-current value of the shares held by the Company’s private equity investors based on the volume weighted average price for the trailing ninety consecutive trading days immediately preceding the applicable MOIC Test Date to (ii) the amount of the Company’s private equity investors’ invested capital, provided that the amount of such invested capital shall not be reduced by distributions (the “TRMOIC”):
Months Post-IPO
(“MOIC Test Date”)
​​
% of Performance
Based Options
Eligible to Vest
​​
Vested Amount Based
on 3.0x TRMOIC
​​
Vested Amount Based
on 5.0x TRMOIC
12
​​
25%
​​
7.5%
​​
25%
18
​​
37.5%
​​
11.25%
​​
37.5%
24
​​
50%
​​
15.0%
​​
50%
30
​​
62.5%
​​
18.75%
​​
62.5%
36
​​
75%
​​
22.5%
​​
75%
Vesting in respect of achievement between a TRMOIC of 3.0x and a TRMOIC of 5.0x will be linearly interpolated. On each MOIC Test Date, the percentage of the performance-based options thatcontrol transaction(s), these travel benefits will vest on that date will be addedand become non-forfeitable for the executive’s lifetime.

In addition to the percentagecompensation and benefits described herein, Mr. Whitney’s employment letter also provides for compensation and benefits under specified circumstances in connection with the termination of the performance-based options that vested prior to the applicable MOIC Test Date, provided, however, that on any given MOIC Test Date, the total percentage of the performance-based options that may vest will not exceed the percentage shown for the applicable MOIC Test Datehis employment, as described below under the column heading “Vested Amount Based on 5.0x TRMOIC.“-Potential Payments Upon Termination.”

Potential Payments Upon Termination

Upon a termination of employment for any reason, each NEOof the named executive officers would be entitled to (i) any amount of annual base salary earned, but not yet paid, through the termination date, (ii) any annual bonus for the year prior to the year of termination that was earned, but not yet paid, (iii) any reimbursable expenses owed, to the NEO and (iv) any amount arising from the NEO’s participation in, or benefits under, any employee benefit plans, programs or arrangements (including, where applicable, any death and disability benefits), (v) any rights to indemnification to the extent required pursuant to the provisions of the Company’s and its subsidiaries’ bylaws, articles of incorporation or other governing documents or policies, (vi) any rights in his or her capacity as a holder of the Company’s equity or derivative securities (which, in the case of options or restricted stock units will be determined in accordance with the terms and conditions of the 2021 Omnibus Incentive Plan and applicable award agreement) and (vii) to the extent vested in his or her travel benefits as of the date of his or her termination of employment, vested travel benefits for the remainder of his or her lifetime (the “Accrued Obligations”). With respect to Mr. Bricker and Mr. Davis, each of them would also be entitled to receive the health care benefits set forth in the Health Care Side Letter by and among each of Messrs. Bricker and Davis and Sun Country Airlines Holdings Inc., dated as of March 7, 2021 (the “Health Care Side Letter”), as described in more detail below.

Pursuant to the terms of each NEO’s option awardMr. Bricker’s employment agreement, all unvested options would automatically terminate without consideration upon a termination of employment for any reason.

Upon a termination of employment by the Company or its subsidiary without Cause (including, for Messrs. Bricker and Davis,or a non-renewal by the Company or its subsidiary), or in the case of Mr. Bricker, a resignation by Mr. Bricker for Good Reason (each, a “Qualifying Termination”), each NEOor upon the Company’s non-renewal of the initial four-year employment term, Mr. Bricker would be entitled to: (i) any Accrued Obligations, and (ii) a severance payment equal to 1.5 times the sum of his base salary plus his target annual bonus, payable over 12 months (the “Bricker Severance Benefits”). If Mr. Bricker had incurred a Qualifying Termination of employment on December 31, 2023, this severance amount would have been $2,193,750 (using the target annual bonus in effect as of December 31, 2023 as a percentage of annual base salary in effect as of December 31, 2023). The Bricker Severance Benefits are conditioned upon Mr. Bricker’s execution of a general release of claims and compliance with restrictive covenant obligations. Mr. Bricker would also become entitled to receive the health care benefits set forth in his Health Care Side Letter, as described in more detail below. The Bricker Agreement contemplates that Mr. Bricker may continue to provide services to the Company as a member of the Board and/or as a consultant to the Company for a period of time following a termination of his employment.

Pursuant to Mr. Davis’ employment agreement, upon a Qualifying Termination that occurs prior to the second anniversary of the Effective Date, Mr. Davis would be entitled to: (i) any Accrued Obligations, and (ii) a severance payment equal to his base salary plus his target annual bonus, payable over 12 months (the “Davis Severance Benefits”). If Mr. Davis had incurred a Qualifying Termination of employment on December 31, 2023, this severance amount would have been $1,000,000 (using the target annual bonus in effect as of December 31, 2023 as a percentage of base salary in effect as of December 31, 2023. The Davis Severance Benefits are conditioned upon Mr. Davis’ execution of a general release of claims and compliance with

33

restrictive covenant obligations. Mr. Bricker would also become entitled to receive the health care benefits set forth in his Health Care Side Letter, as described in more detail below. The Davis Agreement contemplates that Mr. Davis may continue to provide services to the Company as a member of the Board and/or as a consultant to the Company for a period of time following a termination of his employment.

Pursuant to the employment agreement with Mr. Mays, and the employment letters with Mr. Levenhagen, Ms. Neale and Mr. Whitney, upon a termination of employment by the Company without Cause, these executives would be entitled to the following benefits, subject to execution of a general release of claims: (i) his or her Accrued Obligations and (ii) continued payment of his or her base salary until the earlier of the 12-month (for Mr. Bricker, 18-month) anniversary of the termination date andor the first date that the NEOexecutive violates any of his or her applicable restrictive covenants after receipt of notice thereof and expiration of a 10-business day cure period (the “Severance Benefits”). The Severance Benefits are conditioned upon the NEO’s execution of a general release of claims.

For purposes of each NEO’s employment agreement, Cause shall mean: (i) the NEO’s indictment for, conviction of, or plea of guilty or nolo contendere to, any (x) felony, (y) misdemeanor involving moral turpitude, or (z) other crime involving either fraud or a breach of the NEO’s duty of loyalty with respect to the Company or any affiliates thereof, orcovenants. If any of its customersMessrs. Mays, Levenhagen or suppliers, (ii) the NEO’s failure to perform duties as reasonably directed by the board of directors (other than as a consequence of disability) after written notice thereof and failure to cure within ten business days of receipt of the written notice, (iii) the NEO’s fraud, misappropriation, embezzlement (whetherWhitney, or not in connection with employment), or material misuse of funds or property belonging to the Company or any of its affiliates, (iv) the NEO’s willful violation of the policies of the Company or any of its subsidiaries, or gross negligence in connection with the performance of his duties, after written notice thereof and failure to cure within ten business days of receipt of written notice, (v) the NEO’s use
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of alcohol that interferes with the performance of the NEO’s duties or use of illegal drugs, if either (A) the NEO fails to obtain treatment within ten business days after receipt of written notice thereof or (B) the NEO obtains treatment and, following NEO’s return to work, the NEO’s use of alcohol again interferes with the performance of the NEO’s duties or the NEO again uses illegal drugs, (vi) the NEO’s material breach of his employment agreement, and failure to cure such breach within ten business days after receipt of written notice or (vii) the NEO’s breach of the confidentiality or non-disparagement provisions (excluding unintentional breaches that are cured within ten days after the NEO becomes aware of such breaches, to the extent curable) or the non-competition and non-solicitation provisions to which the NEO is subject. If, within 30 days subsequent to the NEO’s termination of employment for any reason other thanMs. Neale, had been terminated by the Company or its subsidiary forwithout Cause as of December 31, 2023, the Company or its subsidiary discovers facts such thatseverance payment described in subsection (ii) of the NEO’s termination of employment couldforegoing sentence would have been for Cause, the NEO’s termination of employment will be deemed to have been for Cause for all purposes,$400,000, $325,000, $325,000 and the NEO will be required to disgorge to the Company or its subsidiary all amounts received under his employment agreement, all equity awards or otherwise that would not have been payable to the NEO had such termination of employment been by the Company or its subsidiary for Cause.
$325,000, respectively.

For purposes of Mr. Bricker’s employment agreement, Good Reason shall mean any of the following actions that are taken by the Company without his express written consent: (i) a material reduction of Mr. Bricker’sExecutive’s duties and responsibilities in his capacity as an employeeChief Executive Officer of the Company (which, without limitation, shall be deemed to occur if the common stock of the Company is no longer listed on a national securities exchange, unless the Executive becomes the Chief Executive Officer of the ultimate parent of the Company and such parent’s shares are listed on a national securities exchange) or change in title or a change that results in the Executive no longer reporting directly and exclusively to the full Board (except where, to the extent required by applicable law or listing standards, the Executive is required to report to a committee thereof, it being understand that as of the Effective Date, no such requirement currently exists), (ii) a reduction in the Executive’s Base Salary or target annual bonus opportunity, (iii) a failure to pay an Annual Bonus (to the extent earned) in accordance with Section 3(b) or to make an LTIP award during the Term in accordance with Section 3(d), (iv) the relocation of Mr. Bricker’sthe Company’s principal officeexecutive offices to a location by more than 50 miles fromoutside a 50-mile radius of the Minneapolis, Minnesota area (provided that the same materially increases his commute), (iii)current location, or (v) any material breach by the Company of any material term or provision of Mr. Bricker’sthis Agreement or any other written agreement between the Executive and the Company and its Affiliates; provided, however, that the Executive cannot terminate his employment agreement or (iv) a material reduction in Mr. Bricker’s annual base salary; provided, that any such event shall not constitutefor Good Reason unless and until Mr. Bricker shall havethe Executive has first provided written notice to the Company with written notice thereof no later thanof the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days followingof becoming aware of the initial occurrenceexistence of such eventgrounds and the Company shall havehas been afforded at least thirty (30) days from the date on which such notice is provided to cure such circumstances and has failed to fully remedy such eventdo so. If the Executive does not terminate his employment for Good Reason within thirty (30) days of receipt of such notice, and Mr. Bricker shall have terminated his employment with the Company within ten days followingafter the expiration of such remedial period.cure period, then the Executive will be deemed to have waived the Executive’s right to terminate for Good Reason with respect to such grounds.

For purposes of Mr. Davis’ employment agreement, Good Reason shall mean any of the followings actions that are taken by the Company without his express written consent: (i) a material reduction of Executive’s duties and responsibilities in his capacity as President and Chief Financial Officer of the Company (which, without limitation, shall be deemed to occur if the common stock of the Company is no longer listed on a national securities exchange, unless the Executive becomes the President and Chief Financial Officer of the ultimate parent of the Company and such parent’s shares are listed on a national securities exchange) or change in title or a change that results in the Executive no longer reporting to only the chief executive officer of the Company or to the full Board (or a committee thereof), (ii) a reduction in the Executive’s Base Salary or target annual bonus opportunity, (iii) a failure to pay an Annual Bonus (to the extent earned) in accordance with Section 3(b) or to make an LTIP award during the Term in accordance with Section 3(d), (iv) the relocation of the Company’s principal executive offices to a location outside a 50-mile radius of the current location, or (v) any material breach by the Company of any material term or provision of this Agreement or any other written agreement between the Executive and the Company and its Affiliates; provided, however, that the Executive cannot terminate his employment for Good Reason unless the Executive has first provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of becoming aware of the existence of such grounds and the Company has been afforded at least thirty

34

(30) days from the date on which such notice is provided to cure such circumstances and has failed to do so. If the Executive does not terminate his employment for Good Reason within thirty (30) days after the expiration of such cure period, then the Executive will be deemed to have waived the Executive’s right to terminate for Good Reason with respect to such grounds.
InFor Messrs. Bricker and Davis, in the event that the payment of the severance benefits described above (together with any other payments or benefits) will result in a NEOMessrs. Bricker or Davis being subject to the excise tax imposed on certain “golden parachute” arrangements under Sections 280G and 4999 of the Code, the NEOs’ employment agreements provide that such payments and benefits will be reduced to the largest amount which can be paid to the NEO without the imposition of such excise tax, but only if such reduction would result in the NEOexecutive retaining a larger
after-tax
benefit than if he had received all payments and been subject to the excise tax.
In addition, subsequent to fiscal 2020, on March 6, 2021, our boardBoard of directorsDirectors approved letter agreements for each of Messrs. Bricker and Davis, which provide for certain post-termination health care benefits (collectively, “Post Termination Healthcare Benefits”). Specifically, if such executive is terminated for any reason other than “Cause”, he shall be eligible to receive COBRA continuation medical coverage for himself and his spouse and eligible dependents until the earlier of such executive (i) becoming eligible for coverage under another employer’s benefit plans or (ii) becoming eligible for Medicare. The cost of such coverage will be paid by the Company and reported as taxable income on an annual basis. The executive will also receive an additional amount of compensation so that such COBRA coverage will be on a tax free basis. If the Company determines that it would not be legally permitted to continue executive’s COBRA coverage under the Company’s medical plans, the Company shall, to the extent permitted by law, provide Executivethe executive with an amount of compensation on an annual basis (on an after tax basis) to enable executive to purchase a fully-insured insurance medical coverage policy for himself, his spouse and eligible dependents (provided that, such additional compensation will no longer be provided on the date the executive becomes eligible for coverage under another employer’s group health plan or Medicare).
Equity
Compensation Plansand Human Resources Committee Report
We currently maintain the SCA Acquisition Equity Plan. In connection with the Reorganization Transactions, all outstanding options to purchase SCA common stock were converted into options to purchase common stock.
2021 Omnibus Incentive Plan
In connectionThe Compensation and Human Resources Committee has reviewed and discussed with our initial public offering, our boardCompany’s management the CD&A included in this proxy statement and, based on that review and discussion, recommends to the Board that the CD&A be included in this proxy statement.
Submitted by the Compensation and Human Resources Committee of directors adopted,the Board:
Marion Blakey, Chair
Patrick O’Keeffe
Jennifer Vogel
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and our stockholders approved, our 2021 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), which became effective in connection withConsumer Protection Act, and Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.
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Table of Contents
Year Summary
Compensation
Table Total
for PEO
(1)
  Compensation
Actually Paid to
PEO
(2)
  Average
Summary
Compensation
Table Total for
Non-PEO

NEOs
(3)
  Average
Compensation
Actually Paid
to
Non-PEO

NEOs
(4)
  Value of Initial Fixed $100
Investment Based On:		  Net Income
(thousands)
(7)
  Adjusted
EBITDA
(thousands)
(8)
 
 Total
Shareholder
Return
(5)
  Peer Group
Total
Shareholder
Return
(6)
 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i) 
2023 
(9)
 $3,249,806  $10,128,470  $908,628  $2,626,772  $43.24  $59.15  $72,181  $224,835 
2022 $793,820  ($7,215,267)  $793,020  ($1,349,647)  $43.60  $46.12  $17,676  $125,570 
2021 
(10)
 $567,092  $13,334,200  $637,347  $6,011,246  $74.90  $71.28  $81,248  $105,490 
(1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Bricker (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table.
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Bricker, as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Bricker during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to Mr. Bricker’s total compensation for each year to determine the compensation actually paid:
Year  Reported
Summary
Compensation
Table Total for
PEO		  Reported
Value of Equity
Awards
(a)
  Equity
Award
Adjustments
(b)
  Compensation
Actually Paid to
PEO
2023  $3,249,806  ($1,500,000)  $8,378,664  $10,128,470
2022  $793,820  ($492,195)  ($7,516,892)  ($7,215,267)
2021  $567,092  ($0)  12,767,108  $13,334,200
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. All performance-based stock options were fully-vested as of December 31, 2023.
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The amounts deducted or added in calculating the equity award adjustments are as follows:
Year Year End
Fair Value
of Equity
Awards		 Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards		 Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year		 Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year		 Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year		 Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation		 Total
Equity
Award
Adjustments
2023 $870,970 $0 $566,682 $6,941,012 $0 $0 $8,378,664
2022 $352,663 ($7,401,352) $27,519 ($495,722) $0 $0 ($7,516,892)
2021 $0 $10,480,064 $0 $2,287,044 $0 $0 $12,767,108
(3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Bricker, who serves as our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of these NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2021, Dave Davis and Gregory Mays; (ii) for 2022, Dave Davis and Rose Neale; and (iii) for 2023, Dave Davis, Grant Whitney, Gregory Mays, Rose Neale and Eric Levenhagen.
(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Bricker), as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to average total compensation for these NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
Year  Average
Reported
Summary
Compensation
Table Total for
Non-PEO

NEOs		  Average
Reported
Value of Equity
Awards		  Average Equity
Award
Adjustments
(a)
  Average
Reported
Change in the
Actuarial Present
Value of Pension
Benefits		  Average
Compensation
Actually Paid to
Non-PEO NEOs
2023  $908,628  ($255,000)  $1,973,144  $—   $2,626,772
2022  $793,020  ($368,752)  ($1,773,915)  $—   ($1,349,647)
2021  $637,347  ($0)  $5,373,899  $—   $6,011,246
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year Average
Year End
Fair Value
of Equity
Awards		 Year over
Year Average
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards		 Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in
the Year		 Average
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year		 Average Fair
Value at the
End of the
Prior Year
of Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year		 Average
Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation		 Total
Average
Equity
Award
Adjustments
2022 $221,412 ($831) $76,247 $1,676,316 $—  $—  $1,973,144
2021 $264,220 ($1,950,545) $20,619 ($108,208) $—  $—  ($1,773,915)
2020 $0 $4,477,443 $0 $896,456 $—  $—  $5,373,899
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(5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: NYSE ARCA Airline Index.
(7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(8)Adjusted EBITDA is defined as net income plus interest expense, depreciation and amortization, interest income, provision for income taxes, stock-based compensation expense, impact of Special Items, net, (as presented in Note 16 of Part II, Item 8 of the 2023 10-K) adjustments to the Tax Receivable Agreement (“TRA”) for the period (as presented in Note 14 of Part II, Item 8 of the 2023 10-K) and other cash and non-cash charges resulting from matters we consider not to be indicative of our ongoing operations.
(9)Compensation Actually Paid for 2023 reflects the fact that a number of the NEOs’ performance-based stock options vested during 2023 and were fully vested by December 31, 2023. These options vested based on achievement of certain multiples of invested capital of our former major private equity holder and do not reflect amounts actually paid to the NEOs during such year.
(10)Actual Compensation Paid for 2021 reflects the fact that the Company’s stock price increased following its IPO, which results in correspondingly higher valuations of equity-based awards as presented in the table above. These amounts do not necessarily reflect compensation paid or received during such year.
Financial Performance Measures
As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the consummation of our initial public offering. AsCompany’s executive compensation program reflects a result, we will not issue additional options under the SCA Acquisition Equity Plan. This summary is qualified in its entirety by reference to the Omnibus Incentive Plan.variable
pay-for-performance
Administration.
philosophy. The compensation committee of our board of directors administers the Omnibus Incentive Plan. The compensation committee has the authority to determine the terms and conditions of any agreements evidencing any awards granted under the Omnibus Incentive Plan and to adopt, alter and repeal rules, guidelines and practices relating to the Omnibus Incentive Plan. The compensation committee has full discretion to administer and interpret the Omnibus Incentive Plan and to adopt such rules, regulations and procedures as it deems necessary or advisable and to determine, among other things, the time or times at which the awards may be exercised and whether and under what circumstances an award may be exercised.
Eligibility. Any current or prospective employees, directors, officers, consultants or advisors ofmetrics that the Company or its affiliates whouses for both our long-term and short-term incentive awards are selected by the compensation committee will be eligible for awards under the Omnibus Incentive Plan. The compensation committee has the sole and complete authoritybased on an objective of incentivizing our NEOs to determine who will be granted an award under the Omnibus Incentive Plan.
Number of Shares Authorized. Pursuant to the Omnibus Incentive Plan, we have reserved an aggregate of 3,600,000 shares of our common stock for issuance of awards to be granted thereunder. No more than 3,600,000 shares of our common stock may be issued with respect to incentive stock options under the Omnibus Incentive Plan. The maximum grant date fair value of cash and equity awards that may be awarded to a non-employee director under the Omnibus Incentive Plan during any one fiscal year, taken together with any cash fees paid to such non-employee director during such fiscal year, will be $500,000, provided that the foregoing limitation will not apply to any awards issued to a non-employee director in respect of any one-time initial equity grant upon a non-employee director’s appointment to the board of directors. If any award granted under the Omnibus Incentive Plan expires, terminates, or is canceled or forfeited without being settled, vested or exercised, shares of our common stock subject to such award will again be made available for future grants. Any shares that are surrendered or tendered to pay the exercise price of an award or to satisfy withholding taxes owed, or any shares reserved for issuance, but not issued, with respect to settlement of a stock appreciation right, will not again be available for grants under the Omnibus Incentive Plan. Shares of common stock withheld by, or otherwise remitted to the Company to satisfy a participant’s tax withholding obligations upon the lapse of restrictions on, or settlement of, an award, other than a stock option or SAR, will again be available for awards under the share pool.
Change in Capitalization. If there is a change in our capitalization in the event of a stock or extraordinary cash dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of our common stock or other relevant change in capitalization or applicable law or circumstances, such that the compensation committee determines that an adjustment to the terms of the Omnibus Incentive Plan (or awards thereunder) is necessary or appropriate, then the compensation committee shall (other than with respect to other cash-based awards) make adjustments in a manner that it deems equitable. Such adjustments may be to the number of shares reserved for issuance under the Omnibus Incentive Plan, the number of shares covered by awards then outstanding under the Omnibus Incentive Plan, the limitations on awards under the Omnibus Incentive Plan, the exercise price of outstanding options, or any applicable performance measures (including, without limitation, performance conditions and performance periods), or such other equitable substitution or adjustments as the compensation committee may determine appropriate.
Awards Available for Grant. The compensation committee may grant awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock units, other stock-based awards, other cash-based awards or any combination of the foregoing. Awards may be granted under the Omnibus Incentive Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines, which are referred to herein as “Substitute Awards.” All awards granted under the Omnibus Incentive Plan will vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the compensation committee.
Stock Options. The compensation committee is authorized to grant options to purchase shares of our common stock that are either “qualified,” meaning they are intended to satisfy the requirements of Section 422 of the Code for incentive stock options, or “non-qualified,” meaning they are not intended to satisfy the
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requirements of Section 422 of the Code. All options granted under the Omnibus Incentive Plan shall be non-qualified unless the applicable award agreement expressly states that the option is intended to be an incentive stock option. Options granted under the Omnibus Incentive Plan will be subject to the terms and conditions established by the compensation committee. Under the terms of the Omnibus Incentive Plan, the exercise price of the options will not be less than the fair market value (or 110% of the fair market value in the case of a qualified option granted to a 10% stockholder) of our common stock at the time of grant (except with respect to Substitute Awards). Options granted under the Omnibus Incentive Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by the compensation committee and specified in the applicable award agreement. The maximum term of an option granted under the Omnibus Incentive Plan will be ten years from the date of grant (or five years in the case of a qualified option granted to a 10% stockholder), provided that if the term of a non-qualified option would expire at a time when trading in the shares of our common stock is prohibited by the Company’s insider trading policy, the option’s term shall be extended automatically (other than with respect to options with an exercise price as of the end of the option period (prior to any such extension) that is not less than the fair market value of a share of common stock at such time) until the 30th day following the expiration of such prohibition (as long as such extension shall not violate Section 409A of the Code). Payment in respect of the exercise of an option may be made in cash, by check, by cash equivalent and/or by delivery of shares of our common stock valued at the fair market value at the time the option is exercised, or any combination of the foregoing, provided that such shares are not subject to any pledge or other security interest, or by such other method as the compensation committee may permit in its sole discretion, including (i) by delivery of other property having a fair market value equal to the exercise price and all applicable required withholding taxes, (ii) if there is a public market for the shares of our common stock at such time, by means of a broker-assisted cashless exercise mechanism or (iii) by means of a “net exercise” procedure effected by withholding the minimum number of shares otherwise deliverable in respect of an option that are needed to pay the exercise price and all applicable required withholding taxes. No fractional shares of common stock shall be issued or delivered pursuant to the Omnibus Incentive Plan or any award, and the compensation committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional shares of common stock or whether such fractional shares of common stock or any rights thereto shall be canceled, terminated or otherwise eliminated.
Stock Appreciation Rights. The compensation committee is authorized to award SARs under the Omnibus Incentive Plan. SARs will be subject to the terms and conditions established by the compensation committee. A SAR is a contractual right that allows a participant to receive, in the form of either cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. An option granted under the Omnibus Incentive Plan may include SARs, and SARs may also be awarded to a participant independent of the grant of an option. SARs granted in connection with an option shall be subject to terms similar to the option corresponding to such SARs, including with respect to vesting and expiration. Except as otherwise provided by the compensation committee (in the case of Substitute Awards or SARs granted in tandem with previously granted options), the strike price per share of our common stock underlying each SAR shall not be less than 100% of the fair market value of such share, determined as of the date of grant and the maximum term of a SAR granted under the Omnibus Incentive Plan will be ten years from the date of grant.
Restricted Stock. The compensation committee is authorized to grant restricted stock under the Omnibus Incentive Plan, which will be subject to the terms and conditions established by the compensation committee. Restricted stock is common stock that is generally non-transferable and is subject to other restrictions determined by the compensation committee for a specified period. Any accumulated dividends will be payable at the same time that the underlying restricted stock vests.
Restricted Stock Unit Awards. The compensation committee is authorized to grant restricted stock unit awards, which will be subject to the terms and conditions established by the compensation committee. A restricted stock unit award, once vested, may be settled in a number of shares of our common stock equal to the number of units earned, in cash equal to the fair market value of the number of shares of our common stock earned in respect of such restricted stock unit award or in a combination of the foregoing, at the election of the compensation committee. Restricted stock units may be settled at the expiration of the period over which the units are to be earned or at a later date selected by the compensation committee. To the extent provided in an award agreement, the holder of outstanding restricted stock units shall be entitled to be credited with dividend equivalent payments upon the payment by us of dividends on shares of our common stock, either in cash or, at the sole discretion of the compensation committee, in shares of our common stock having a fair market value
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equal to the amount of such dividends (or a combination of cash and shares), and interest may, at the sole discretion of the compensation committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the compensation committee, which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time that the underlying restricted stock units are settled.
Other Stock-Based Awards and Other Cash-Based Awards. The compensation committee is authorized to grant awards of unrestricted shares of our common stock, rights to receive grants of awards at a future date, other awards denominated in shares of our common stock, or awards that provide for cash payments based in whole or in part onincrease the value of our common stock and other cash-based awards under such terms and conditions as the compensation committee may determine and as set forth in the applicable award agreement.
Effect of Termination of Service a Change in Control. To the extent permitted under Section 409A of the Code, the compensation committee may provide, by rule or regulation or in any applicable award agreement, or may determine in any individual case, the circumstances in which, and to the extent which, an award may be exercised, settled, vested, paid or forfeited in the event of a participant’s termination of service prior to the end of aenterprise for our shareholders. The most important financial performance period or vesting, exercise or settlement of such award. In the event of a change in control, notwithstanding any provision of the Omnibus Incentive Plan to the contrary, the compensation committee may provide for: (i) continuation or assumption of outstanding awards under the Omnibus Incentive Planmeasures used by the Company (if it is the surviving corporation) or by the surviving corporation or its parent; (ii) substitution by the surviving corporation or its parent of awards with substantially the same terms and value for such outstanding awards (in the case of an option or SAR, the intrinsic value (i.e., the excess, if any, of the price or implied price per share in a change in control or other event over the exercise or hurdle price of such award, multiplied by the number of shares covered by such award at grant of such substitute award); (iii) acceleration of the vesting (including the lapse of any restrictions, with any performance criteria or other performance conditions deemed met at target) or right to exercise such outstanding awards immediately prior to or as of the date of the change in control, and the expiration of such outstanding awardslink executive compensation actually paid to the extentCompany’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows, in no particular order:
Fuel-neutral Adjusted EBT Margin
Adjusted EBT Margin Ranking
Adjusted CASM
Relationship between Compensation Actually Paid and Total Shareholder Return
Compensation actually paid to our CEO and non-CEO NEOs on average as a group (as calculated pursuant to Item 402(v) of Reg S-K) was highest during 2021, which correlates with our total share holder return for 2021, which was higher in 2021 than in 2022 or 2023. Relatedly, Company total shareholder return decreased from 2021 to 2022, and compensation actual paid also decreased from 2021 to 2022.
Relationship between Compensation Actually Paid and Net Income
Compensation actually paid to our CEO and non-CEO NEOs on average as a group (as calculated pursuant to Item 402(v) of Reg S-K) for 2021, 2022 and 2023 directly correlates to net income levels for those years. Specifically, compensation actually paid was lowest during 2022 (as compared to 2021 and 2023), and net income was lowest during 2022 (as compared to 2021 and 2023). Similarly, compensation actually paid was highest in 2021 (as compared to 2022 and 2023), and net income was highest during 2021 (as compared to 2022 and 2023).
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Relationship between Compensation Actually Paid and Adjusted EBITDA
Compensation actually paid to our CEO and non-CEO NEOs on average as a group (as calculated pursuant to Item 402(v) of Reg S-K) for 2021, 2022 and 2023 does not timely exercised bydirectly correlate to Adjusted EBITDA for the date of the change in control or other date thereafter designated by the compensation committee; or (iv)years presented in the case of an option or SAR, cancelationtable. Compensation actually paid was highest in consideration of a payment2021 (as compared to 2022 and 2023), and Adjusted EBITDA was lowest during 2021 (as compared to 2022 and 2023). However, there is some correlation, given that compensation actually paid during 2023 increased from 2022, and Adjusted EBITDA similarly increased from 2022 to 2023.
Relationship between Company TSR and Peer Group TSR
For 2021, Company total shareholder return was slightly higher than peer group total shareholder return. During 2022, Company total shareholder return was slightly lower than peer group total shareholder return. Peer group total shareholder in cash or other consideration to the participant who holds such award in an amount equal to the intrinsic value of such award (which may be equal to but not less than zero), which, if in excess of zero, shall be payable upon the effective date of such change in control. For the avoidance of doubt, in the event of a change in control, the compensation committee may, in its sole discretion, terminate any option or SARs2023 increased from 2022, whereas Company total shareholder return for which the exercise or strike price is equal to or exceeds the per share value of the consideration to be paid in the change in control transaction without payment of consideration therefor.
Nontransferability. Each award may be exercised during the participant’s lifetime by the participant or, if permissible under applicable law, by the participant’s guardian or legal representative. No award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution unless the compensation committee permits the award to be transferred to a permitted transferee (as defined in the Omnibus Incentive Plan).
Amendment. The Omnibus Incentive Plan has a term of ten years. The board of directors may amend, suspend or terminate the Omnibus Incentive Plan at any time, subject to stockholder approval if necessary to comply with any tax, exchange rules, or other applicable regulatory requirement. No amendment, suspension or termination will materially and adversely affect the rights of any participant or recipient of any award without the consent of the participant or recipient.
The compensation committee may, to the extent2023 remained relatively consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award theretofore granted or the associated award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any participant with respect to any award theretofore granted will not to that extent be effective without the consent of the affected participant; and provided further that, without stockholder approval, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any SAR, (ii) the compensation committee may not cancel any outstanding option and replace it with a new option (with a lower exercise price) or cancel any SAR and replace it with a new SAR (with a lower strike price) or, in each case, with another award or cash in a manner that would be treated as a repricing (for compensation disclosure or accounting purposes), (iii) the compensation committee may not take2022 levels.
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any other action considered a repricing for purposes of the stockholder approval rules of the applicable securities exchange on which our common shares are listed and (iv) the compensation committee may not cancel any outstanding option or SAR that has a per-share exercise price or strike price (as applicable) at or above the fair market value of a share of our common stock on the date of cancellation and pay any consideration to the holder thereof. However, stockholder approval is not required with respect to clauses (i), (ii), (iii) and (iv) above with respect to certain adjustments on changes in capitalization.
Clawback/Forfeiture. Awards may be subject to clawback or forfeiture to the extent required by applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Act) and/or the rules and regulations of Nasdaq or other applicable securities exchange, or if so required pursuant to a written policy adopted by the Company or the provisions of an award agreement.
Whistleblower Acknowledgments. Nothing in the Omnibus Incentive Plan or award agreement will (i) prohibit a participant from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act, or of any other whistleblower protection provisions of federal law or regulation, or (ii) require prior approval by the Company or any of its affiliates of any reporting described in clause (i).
U.S. Federal Income Tax Consequences
The following is a general summary of the material U.S. federal income tax consequences of the grant, exercise and vesting of awards under the Omnibus Incentive Plan and the disposition of shares acquired pursuant to the exercise or settlement of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local or payroll tax considerations. This summary assumes that all awards described in the summary are exempt from, or comply with, the requirement of Section 409A of the Code. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.
Stock Options. Holders of incentive stock options will generally incur no federal income tax liability at the time of grant or upon vesting or exercise of those options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before the later of two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming the holding period is satisfied, no deduction will be allowed to us for federal income tax purposes in connection with the grant or exercise of the incentive stock option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of an incentive stock option disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by us for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Finally, if an incentive stock option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the incentive stock option in respect of those excess shares will be treated as a non-qualified stock option for federal income tax purposes.
No income will be realized by a participant upon grant or vesting of an option that does not qualify as an incentive stock option (“a non-qualified stock option”). Upon the exercise of a non-qualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at the time of exercise, and the participant’s tax basis will equal the sum of the compensation income recognized and the exercise price. We will be able to deduct this same excess amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. In the event of a sale of shares received upon the exercise of a non-qualified stock option, any appreciation or depreciation after the exercise date generally will be taxed as capital gain or loss and will be long-term gain or loss if the holding period for such shares is more than one year.
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SARs. No income will be realized by a participant upon grant or vesting of a SAR. Upon the exercise of a SAR, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of the SAR. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.
Restricted Stock. A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture (i.e., the vesting date), the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Section 83(b) of the Code to be taxed at the time of grant. If the participant made an election under Section 83(b), the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any. If the election is made, the participant will not be allowed a deduction for amounts subsequently required to be returned to us. (Special rules apply to the receipt and disposition of restricted shares received by officers and directors who are subject to Section 16(b) of the Exchange Act). We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.
Restricted Stock Units. A participant will not be subject to tax upon the grant or vesting of a restricted stock unit award. Rather, upon the delivery of shares or cash pursuant to a restricted stock unit award, the participant will have taxable compensation equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the award. We will be able to deduct the amount of taxable compensation to the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.
Section 162(m). In general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per person to the executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer and the next three highly compensated executives of such corporation whose compensation is required to be disclosed in its proxy statement. The existing regulations under Section 162(m) may provide us, as a new publicly traded company, transition relief from the $1,000,000 deduction limitation until our first stockholders meeting at which directors are elected in the year that is three years following the closing of our initial public offering. However, the IRS has requested comments from interested stakeholders on the application of Section 162(m) to new publicly traded companies in light of the Tax Cuts and Jobs Act, which was passed at the end of 2017, and which made significant changes to Section 162(m). It is possible that the IRS might narrow or eliminate the transition relief. In addition, we reserve the right to award compensation as to which a deduction may be limited under Section 162(m) where we believe it is appropriate to do so.
Director Compensation
2021

2023 Director Compensation

During 2021,2023, none of the members of our boardBoard of directorsDirectors received any compensation from the Company for their services on the board,Board, except as set forth below.

Name
​​
Fees earned or
Paid in Cash
($)(1)
​​
Stock
Awards
($)(2)
​​
All Other
Compensation
($)(3)
​​
Total
($)
David Siegel(4)
​​
$12,500
​​
$—
​​
$512
​​
$13,012
Juan Carlos ZuaZua(5)
​​
$37,000
​​
$120,000
​​
$—
​​
$157,000
Kerry Philipovitch
​​
$50,000
​​
$70,000
​​
$—
​​
$108,671
Thomas Kennedy
​​
$52,500
​​
$120,000
​​
$—
​​
$155,000
Marion Blakey
​​
$—
​​
$—
​​
$—
​​
$—
During fiscal year 2023, with respect to the period from January 1, 2023 through July 31, 2023, our non-employee director compensation program consisted of the following: annual cash retainer fee equal to $50,000 ($75,000 for the Board Chair), and additional fees as follows: $20,000 for the Audit Committee Chair, $15,000 for the Compensation and Human Resources Committee Chair, $10,000 for the Nominating and Corporate Governance Committee Chair and $10,000 for the Safety Committee Chair. The Board of Directors periodically reviews director compensation to ensure that it is appropriate and in line with our Peer Group. In August of 2023, the Compensation and Human Resources Committee, in consultation with the committee’s 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, as follows: annual cash retainer fee equal to $75,000 ($100,000 for the Board Chair) and additional fees as follows: $25,000 for the Audit Committee Chair, $20,000 for the Compensation and Human Resources Committee Chair, $15,000 for the Nominating and Governance Committee Chair and $15,000 for the Safety Committee Chair. All cash retainers are paid quarterly. Non-employee directors also receive an annual equity retainer consisting of RSUs having a grant date value of $120,000 ($170,000 for the Board Chair). The annual equity retainers are generally granted in connection with the Company’s annual stockholders’ meeting each year; in addition, newly-appointed directors receive a pro-rata annual equity grant at the time they join the Board.

Name

  Fees earned
or Paid
in Cash
($)(1)		   Stock
Awards
($)(2)		   All Other
Compensation
($)(3)		   Total
($)		 

Jude Bricker

   —     —     —     —  

Dave Davis

   —     —     —     —  

Marion Blakey

  $71,306   $120,000    —    $191,306 

Thomas C. Kennedy

  $76,306   $120,000    —    $191,306 

Patrick O’Keeffe

  $55,255   $120,000    —    $175,255 

Gail Peterson

  $42,755   $240,000   $750   $163,505 

Kerry Philipovitch

  $66,306   $120,000   $1,200   $187,506 

Jennifer Vogel

  $76,369   $170,000    —    $246,369 

Dave Siegel(4)

   —       —     —  

(1)

This reflects an annualfees earned or paid in cash retainer amount. Mr. Kennedy and Ms. Blakey joined our boardin respect of directors on April 27, 2021 and December 17, 2021, respectively. Each of Mr. Kennedy’s and Ms. Blakey’s annual cash retainer amount will be $50,000, payable quarterlyservices provided in arrears.fiscal year 2023.

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(2)

The amounts reported reflect the aggregate grant date fair value of each award granted in 2021. In 2021,2023, calculated in accordance with FASB ASC Topic 718. During 2023, certain of our directors were granted restricted stock units which were scheduled tothat vest on April 27, 2022,the first anniversary of the grant date, subject to continued service on the board as follows: Mr. ZuaZua – 2,955; Ms. Philipovitch – 1,724 and Mr. Kennedy – 2,955. Mr. ZuaZua’s restricted stock units were forfeited in connection with his resignation from theour Board on November 12, 2021. In 2020, Mr. ZuaZua was granted an option award to purchase 4,722 shares of common stock which was fully vested on the date of grant and Ms. Philipovitch was granted a fully vested award of 2,889 shares of common stock. In addition, in 2019, Mr. Siegel was granted a one-time fully vested award of 56,665 shares of SCA common stock as compensation for certain diligence services in connection with our acquisition by the Apollo Funds and Mr. ZuaZua was granted an award of options to purchase 4,722 shares of SCA common stock, which fully vested on April 17, 2020.Directors.

(3)

The amounts under “All Other Compensation” represent the Company’s contributions in respectATP benefit utilized by the director. For fiscal year 2023, directors received a travel bank of life insurance, AD&D and our 401(k) Plan.$10,000 under the ATP. The value of this benefit is reported as taxable income with taxes on such income paid for by the Company.

(4)
In addition, upon his termination of service without cause,

Mr. Siegel shall be eligible to receive certain Post Termination Health Care Benefits, as approved by our board of directorsresigned from the Board on March 6, 2021.7, 2023. In connection with Mr. Siegel’s departure from the Board, Mr. Siegel became entitled to the following benefits: (i) continued vesting of his options according to criteria applicable to the Company’s senior management team, which options have now fully vested pursuant to the terms of such awards, (ii) permission to be privy to any changes made to the future vesting schedules of Messrs. Bricker and Davis, (iii) extension of Mr. Siegel’s period to exercise his vested options for five years after vesting and (iv) lifetime travel benefits on the Company’s (or its successor’s) flights, up to a maximum of $10,000 per year.

(5)
Effective November 12, 2021, Mr. ZuaZua resigned from our board of directors.

As of December 31, 2023, each of the non-employee directors held unvested, outstanding stock awards as follows: Marion Blakey (6,186); Thomas C. Kennedy (6,186); Patrick O’Keeffe (6,186); Kerry Philipovitch (6,186); Gail Peterson (12,502); and Jennifer Vogel (8,805).

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Other than compensation arrangements for our executive officers and directors (see “Executive Compensation”“Executive Compensation” for a discussion of compensation arrangements for our named executive officers and directors) and the transactions discussed below, there were no transactions since the beginning of our 20212023 fiscal year, or any currently proposed transaction, to which we were a party or will be a party, in which:

the amounts involved exceeded or will exceed $120,000; and

any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Policies and Procedures for Related Party Transactions

We have adopted a written Related Person Transaction Policy (the “policy”), which sets forth our policy with respect to the review, approval, ratification, and disclosure of all related person transactions by our Audit Committee. In accordance with the policy, our Audit Committee has overall responsibility for implementation of and compliance with the policy.

For purposes of the policy, a “related person transaction” is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and the amount involved exceeded, exceeds or will exceed $120,000 and in which any related person (as defined in the policy) had, has or will have a direct or indirect material interest. A “related person transaction” does not include any employment relationship or transaction involving an executive officer and any related compensation resulting solely from that employment relationship that has been reviewed and approved by our General Counsel and Audit Committee.

The policy requires that notice of a proposed related person transaction be provided to the General Counsel prior to entry into such transaction. If the General Counsel determines that such transaction is a related person transaction, the proposed transaction will be submitted to our Audit Committee for consideration. Under the policy, our Audit Committee may approve only those related person transactions that are in, or not inconsistent with, our best interests and the best interests of our stockholders. In the event thatIf we become aware of a related person transaction that has not been previously reviewed, approved or ratified under the policy and that is ongoing or is completed, the transaction will be submitted to the Audit Committee so that it may determine whether to ratify, rescind or terminate the related person transaction.

The policy also provides that the Audit Committee review certain previously approved or ratified related person transactions that are ongoing to determine whether the related person transaction remains in our best interests and the best interests of our stockholders. Additionally, we will make periodic inquiries of directors and executive officers with respect to any potential related person transaction of which they may be a party or of which they may be aware.

Offerings
An affiliate

Anuvu

We use Anuvu Corporation (“Anuvu”), a provider of Apollo, Apollo Global Securities, LLC, wasmedia, content, connectivity, and data analytics, as an underwriter in our initial public offering and received underwriting discounts and commissions in connection with our initial public offering of approximately $1.0 million.

Apollo Global Securities, LLC was an underwriter inin-flight Wi-Fi provider for a secondary offeringselect few of our Common Stock by the Apollo Stockholder, which closed in May 2021, and received underwriting discounts and commissions in connection with such offering of approximately $704,727.
Apollo Global Securities, LLC was an underwriter in a secondary offering of our Common Stock, which closed in October 2021, and received underwriting discounts and commissions in connection with such offering of approximately $707,843.
Swissport
We use Swissport International Ltd. (“Swissport”), an aviation services company providing airport ground and cargo handling services headquartered in Opfikon, Switzerland, for certain ground services. Swissportaircraft. Anuvu is partially owned by investment funds managed by affiliates of Apollo and David Siegel, our Chairman serves on Swissport’s Board of Directors.Apollo. We expensed approximately $2.7 million of ground handling$203,000 for services with SwissportAnuvu in 2021,2023, which services were provided on an arms’ length basis.
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Stockholders Agreement

On May 16, 2018, SCA Acquisition Holdings, LLC entered into the Amended and Restated Stockholders’ Agreement (as amended or modified from time to time, the “Stockholders Agreement”) with AP VIII (SCA Stock AIV), LLC (“Stock AIV”) and the co-investors and other stockholders party thereto, which imposes certain

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transfer restrictions and provides for the Company’s right to repurchase any common stock proposed to be sold by the holders party thereto and the Company’s right to repurchase any common stock held by such holders in the event they are terminated from their employment or consultancy with the Company. The Stockholders Agreement also provides Stock AIV with certain drag-along rights and the other holders party thereto with certain tag-along rights in the event of a disposition of the shares of common stock held by them. On January 31, 2020, in connection with the Reorganization Transactions, the Stockholders Agreement was amended and restated to reflect the Apollo Stockholder’s acquisition of SCA common stock from Stock AIV and our conversion to a corporation.

We further amended and restated the Stockholders Agreement in connection with our initial public offering to eliminate certain transfer restrictions and the repurchase, drag-along and tag-along rights and to provide that the Apollo Stockholder has the right, at any time until Apollo and its affiliates, including the Apollo Stockholder, no longer beneficially own at least 5% of the voting power of our outstanding common stock, to nominate a number of directors comprising a percentage of the board in accordance with its beneficial ownership of our outstanding common stock (rounded up to the nearest whole number), except that if Apollo and its affiliates, including the Apollo Stockholder, beneficially own more than 50% of the voting power of our outstanding common stock, the Apollo Stockholder will have the right to nominate a majority of the directors.

.

Additionally, the Stockholders Agreement also specifies that Amazon will have the right to nominate a member or an observer to our boardBoard of directorsDirectors for so long as Amazon holds the 2019 Warrants or any shares of common stock issued upon exercise of the 2019 Warrants and the ATSA remains in effect.

Further, the Stockholders Agreement sets forth certain information rights granted to the Apollo Stockholder.

The Stockholders Agreement also provides that untilprovided Apollo and its affiliates including the Apollo Stockholder,with certain consent rights, but these provisions are no longer beneficially own at least 25% of our issued and outstanding common stock, we will not take certain significant actions specified therein without the prior consent of the Apollo Stockholder, including:
amending, modifying or repealing (whether by merger, consolidation or otherwise) any provision of our certificate of incorporation, our bylaws or equivalent organizational documents of our subsidiaries in a manner that adversely affects the Apollo Stockholder and its affiliates;
issuing additional shares of our or our subsidiaries’ equity securities other than any award issued pursuant to an equity compensation plan approved by the stockholders or a majority of the Apollo Directors, or intracompany issuance among the Company and our wholly-owned subsidiaries;
merging or consolidating with or into any other entity, or transferring (by lease, assignment, sale or otherwise) all or substantially all of the Company’s and our subsidiaries’ assets, takenapplicable as a whole, to another entity, or enter into or agree to undertake any other transaction that would constitute a “changeresult of control” as definedApollo’s current holdings in the Stockholders Agreement (other than, in each case, transactions among the Company and our wholly-owned subsidiaries);
any material acquisition of equity interests or assets of any other entity, or any business, properties, assets or entities, other than acquisitions of aircraft or engines in the ordinary course of business and other ordinary course acquisitions with vendors, customers and suppliers;
any material disposition of any of our or our subsidiaries’ assets or equity interests, other than dispositions of aircraft or engines in the ordinary course of business;
undertaking any liquidation, dissolution or winding up of the Company, Sun Country, Inc. or any other material subsidiary of the Company;
the incurrence of indebtedness for borrowed money, in a single transaction or a series of related transactions, aggregating to more than $25.0 million, except for (i) debt under a revolving credit facility that has previously been approved or is in existence on the date of closing of our initial public offering, (ii) intercompany indebtedness or (iii) financing arrangements for aircraft and engines permitted to be acquired under the Stockholders Agreement;
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hiring or terminating any executive officer of our Company or designating any new executive officer of the Company;
effecting any material change in the nature of the business of the Company and its subsidiaries, taken as a whole; or
a change in the size of our board of directors.
Registration Rights Agreement

On March 19, 2021, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Apollo Stockholder, Amazon, PAR Investment Partners, L.P. (“PAR Capital”) and certain of our existing holders of our common stock prior to our initial public offering (collectively, the “Holders”). Subject to several exceptions, including our right to defer a demand registration, shelf registration or underwritten offering under certain circumstances, the Apollo Stockholder and, under certain circumstances, Amazon, may require that we register for public resale under the Securities Act all shares of common stock that it requests to be registered at any time, subject to the restrictions in the lock-up agreements, so long as the securities being registered in each registration statement or sold in any underwritten offering are reasonably expected to produce aggregate proceeds of at least $50.0 million.

If we become eligible to register the sale of our securities on Form S-3 under the Securities Act, which will not be until at least twelve calendar months after the date of our initial public offering,

In addition, the Apollo Stockholder and, under certain circumstances, Amazon, have the right to require us to register the sale of the common stock held by them on Form S-3, subject to offering size and other restrictions. The Apollo Stockholder also has the right to request marketed and non-marketed underwritten offerings using a shelf registration statement, and all Holders have the right to participate in these underwritten offerings.

If we propose to file certain types of registration statements under the Securities Act with respect to an offering of equity securities (including for sale by us or at the request of the Apollo Stockholder), we will be required to use our reasonable best efforts to offer the parties to the Registration Rights Agreement the opportunity to register the sale of all or part of their shares on the terms and conditions set forth in the Registration Rights Agreement (customarily known as “piggyback rights”).

All expenses of registration under the Registration Rights Agreement, including the legal fees of counsel chosen by stockholders participating in a registration, will be paid by us.

The registration rights granted in the Registration Rights Agreement are subject to customary restrictions including blackout periods and, if a registration is underwritten, any limitations on the number of shares to be

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included in the underwritten offering as reasonably advised by the managing underwriter or underwriters. The Registration Rights Agreement also contains customary indemnification and contribution provisions. The Registration Rights Agreement is governed by Delaware law.

Income Tax Receivable Agreement

On March 19, 2021, we entered into an income tax receivable agreement pursuant to which our pre-IPO stockholders, which includes certain members of the Company’s management and certain members of the Company’s Board of Directors, have the right to receive payment by us of 85% of the amount of cash savings, if any, in U.S. federal, state, local, and foreign income tax that we and our subsidiaries actually realize (or are deemed to realize in the case of a change of control and certain subsidiary dispositions, as discussed below) for periods starting at least 12 months after the closing date of our initial public offering as a result of the utilization of our and our subsidiaries’ tax attributes existing at the time of our initial public offering. These tax attributes, which we refer to as the “Pre-IPO“Pre-IPO Tax Attributes,” include net operating loss carryforwards, deductions, tax basis and certain other tax attributes, in each case that relate to periods (or portions thereof) ending on or prior to the closing date of our initial public offering.

We expect to be able to utilize the Pre-IPO Tax Attributes. We expect that the Pre-IPO Tax Attributes will reduce the amount of tax that we and our subsidiaries would otherwise be required to pay in the future.

For purposes of the income tax receivable agreement, cash savings in income tax are computed by reference to the reduction in the liability for income taxes resulting from the utilization of the tax benefits subject to the income tax receivable agreement. The term of the income tax receivable agreement will continue until all relevant tax benefits have been utilized or expired.

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Our counterparties under the income tax receivable agreement will not reimburse us for any payments previously made if such tax benefits are subsequently disallowed (although future payments would be adjusted to the extent possible to reflect the result of such disallowance). As a result, in such circumstances we could make payments under the income tax receivable agreement that are greater than our and our subsidiaries’ actual cash tax savings.

Any future changes in the realizability of our Pre-IPO Tax Attributes in each case, attributable to periods prior to our initial public offering, will impact the amount of the liability that will be paid to our pre-IPO stockholders. stockholders, which includes certain members of the Company’s management and certain members of the Company’s Board of Directors. Assuming no material changes in the relevant tax law, that we and our subsidiaries earn sufficient taxable income to realize the full tax benefits subject to the income tax receivable agreement and our current taxable income estimates, we would expect that future payments under the income tax receivable agreement will aggregate to approximately $98.8$101 million as of December 31, 2021. Based on our current taxable income estimates, we expect to pay the majority of this obligation by the end of our 2025 fiscal year.2023. We plan to use cash flow from operations and availability under the Revolving Credit Facility to fund our obligations under the income tax receivable agreement.

If we undergo certain mergers, stock and asset sales, other forms of business combinations or other transactions constituting a “changes“change of control” as defined in the income tax receivable agreement, the income tax receivable agreement will terminate and we will be required to make a payment equal to the present value of future payments under the income tax receivable agreement, which payment would be based on certain assumptions, including the assumption that we and our subsidiaries have sufficient taxable income to fully utilize the Pre-IPO Tax Attributes. Additionally, if we sell or otherwise dispose of any of our subsidiaries in a transaction that is not a change of control, we will be required to make a payment equal to the present value of future payments under the income tax receivable agreement attributable to the tax benefits of such subsidiary that is sold or disposed of, applying the assumptions described above.

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The income tax receivable agreement provides that in the event that we breach any of our material obligations under it, whether as a result of our failure to make any payment when due (subject to a specified cure period), failure to honor any other material obligation under it or by operation of law as a result of the rejection of it in a case commenced under the United States Bankruptcy Code or otherwise, then all our payment and other obligations under the income tax receivable agreement will be accelerated and will become due and payable applying the same assumptions described above. Such payments could be substantial and could exceed our actual cash tax savings under the income tax receivable agreement. Payment obligations under the income tax receivable agreement are our obligations and not obligations of any of our subsidiaries. Because we are a holding company with no operations of our own, our ability to make payments under the income tax receivable agreement is dependent on the ability of our subsidiaries to make distributions to us. Our existing and future debt agreement, as well as restrictions in government programs, may restrict the ability of our subsidiaries to make distributions to us, which could affect our ability to make payments under the income tax receivable agreement. The actual utilization of the Pre-IPO Tax Attributes as well as the timing of any payments under the income tax receivable agreement will vary depending upon a number of factors, including the amount, character and timing of our and our subsidiaries’ taxable income in the future.

To the extent that we are unable to make payments under the income tax receivable agreement, for any reason, other than due to restrictions under our or our subsidiaries’ indebtedness, such payments will be deferred and will accrue interest at a rate of LIBORSOFR plus 5.00% per annum until paid. To the extent that we are unable to make payments under the income tax receivable agreement due to restrictions under our and our subsidiaries’ indebtedness, such payments will be deferred and will accrue interest at a rate of LIBOR plus 3.00% per annum until paid.

-5.00%.

Based on our current income projections, we anticipate that payments under the income tax receivable agreement will be made when, and in amounts equal to 85% of, the cash tax saving we actually realize as a result of utilization of Pre-IPO Tax Attributes. However, due to the manner in which payments under the income tax receivable agreement are calculated, such payments may be greater than, and made in advance of, our actual cash tax savings attributable to the Pre-IPO Tax Attributes.

No payments under the income tax receivable agreement will be required until at least 12 months after the closing date of our initial public offering. Our first obligations to pay amounts owed to our pre-IPO stockholders under the income tax receivable agreement will not arise until 2023 at the earliest. In addition, if we are

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prohibited from making payments under the income tax receivable agreement for tax benefits utilized during any periods pursuant to the CARES Act or other governmental programs, we will not be required to make such payments to Pre-IPO stockholders for tax benefits utilized during such periods. Further, if the Company enters into indebtedness with a government entity of the United States that prohibits payments and will not allow such payments to be deferred, then such payments will not need to be made.
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REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed with the Company’s management and with KPMG LLP (“KPMG”) the audited financial statements of the Company for the fiscal year ended December 31, 2021.2023. The Audit Committee has discussed with KPMG the matters required to be discussed under the standards of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Audit Committee has also received the written disclosures and the letter from KPMG required by the applicable requirements of the PCAOB regarding the independent accountant’s communication with the Audit Committee concerning independence and the Audit Committee has discussed the independence of KPMG with that firm.

Based on the Audit Committee’s review and discussions of the matters noted above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20212023, for filing with the SEC.

Members of the Audit Committee:


Thomas C. Kennedy, Chairman

Marion Blakey
Chairperson

Kerry Philipovitch

Jennifer Vogel

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AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES

Fees paid or accrued for professional services provided by our independent auditors in each of the categories listed are as follows for the periods presented. All such fees are in accordance with our approval policies described below.

 
​​
Year Ended December 31,
Fee Category
​​
2021
​​
2020
Audit Fees
​​
$601,800
​​
$597,000
Audit-Related Fees
​​
543,978
​​
173,780
Tax Fees
​​
14,890
​​
75,646
All Other Fees
​​
0
​​
0
Total
​​
1,160,668
​​
846,426

   Year Ended December 31, 

Fee Category

  2023   2022 

Audit Fees

  $1,400,200   $1,073,424 

Audit-Related Fees

  $181,725   $118,079 

Tax Fees

   0    0 

All Other Fees

   0    0 

Total

  $1,581,925   $1,191,503 

Audit Fees—primarily-primarily represent amounts for services related to the audit of our consolidated financial statements, reviews of our interim condensed consolidated financial statements, and the issuance of consents and for other periodic reports or documents filed with the SEC.

Audit-Related Fees—represent-represent amounts for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including fees related to the Company'sCompany’s filings with the SEC and related comfort letters for its initial public offering and secondary offerings, and annual PFC audit.

Tax Fees—represent-represent amounts for tax compliance, tax advice, and tax planning services.

All Other Fees—consist-consist of all other fees for services other than those in the above categories and primarily consist of non-audit due diligence procedures in connection with our mergers and acquisitions.

The Board of Directors adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax, and other permissible non-audit services that may be provided by the independent auditors. The policy identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the auditors’ independence is not impaired. Under the policy, the Audit Committee annually, and from time to time, pre-approves the audit engagement fees and terms of all audit and permitted non-audit services to be provided by the independent auditor.

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PROPOSAL 2—NON-BINDING (ADVISORY) VOTE ON THE FREQUECY OF FUTURE ADVISORY VOTES TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Exchange Act and pursuant to the Dodd-Frank Act, we are providing our stockholders the opportunity to indicate how frequently we should seek future advisory say-on-pay votes on the compensation of our named executive officers. Under this proposal, stockholders may indicate whether they would prefer that the advisory say-on-pay vote on the compensation of our named executive officers occur every one, two or three years. Stockholders also may abstain from voting on this proposal. A vote on this proposal is required to be held at least every six years.

The Compensation and Human Resources Committee and the Board believe that holding an advisory vote to approve the compensation of our named executive compensation “every year” is the best approach, because it allows stockholders to provide direct input on our compensation policies and programs consistent with our annual reporting of named executive compensation. This advisory vote, although not binding on the Board or the Compensation and Human Resources Committee, will be taken into account by the Board and the Compensation and Human Resources Committee when determining the frequency of holding future advisory say-on-pay votes.

The Board of Directors recommends that the stockholders vote every “1 YEAR” on the frequency of advisory votes to approve named executive officer compensation.

The proposal will be approved by the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote. Abstentions will have the effect of voting “against” the proposal. If none of the three frequencies (1 year, 2 years or 3 years) receives the vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote, then the Board of Directors will consider the frequency that received the highest number of such affirmative votes to be the recommendation of stockholders with respect to this proposal.

PROPOSAL 3—NON-BINDING (ADVISORY) VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are required to provide our stockholders with an advisory vote to approve named executive officer compensation at least every three years, beginning with the 2024 Annual Meeting. This advisory vote, commonly known as a “say-on-pay” vote, is a non-binding vote on the compensation paid to our named executive officers as disclosed under the heading “Executive Compensation” beginning on page 20 of this proxy statement.

Our executive compensation program is designed to attract, motivate and retain highly qualified executives who are able to help achieve the Company’s objectives and create stockholder value over the long term. Our executive compensation programs and objectives are described in detail in “Executive Compensation-Compensation Discussion and Analysis” and the level of compensation paid to our named executive officers during the last three years is set out in the Summary Compensation Table and related information. Our Compensation and Human Resources Committee believes that our executive compensation program is effective in achieving our objectives.

This advisory vote to approve named executive officer compensation is not binding on our Board or the Compensation and Human Resources Committee. However, the Board and the Compensation and Human Resources Committee value our stockholders’ input and will take into account the result of the vote when determining future executive compensation arrangements.

The Board of Directors recommends that the stockholders vote “FOR” the advisory approval of named executive officer compensation.

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PROPOSAL 2 – 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed KPMG LLP to be the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2023. KPMG LLP has served as the Company’s or its predecessor’s independent registered public accounting firm since fiscal year 2018 and is considered by the Audit Committee and the Board of Directors to be well qualified. Representatives of KPMG LLP are expected to be present at the Annual Meeting. Such representatives will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The proposal will be approved by the affirmative vote of a majority of the shares of our Common Stockcommon stock present in person or by proxy at the Annual Meeting and entitled to vote. Abstentions will have the effect of voting “against” the proposal. Brokers have discretion to vote any uninstructed shares over the ratification of appointment of accountants.

The Board of Directors recommends that the stockholders vote FOR“FOR” such ratification.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of the Record Date (or such other date indicated in the footnotes below), by:

each person, or group of affiliated persons, who we know to beneficially own more than 5% of our common stock;

each of our named executive officers for fiscal year 2021;2023;

each of our current directors; and

all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. Unless otherwise indicated, the address of each person or entity named in the table below is 2005 Cargo Road, Minneapolis, MN 55450.

 
​​
Shares of Common Stock
Beneficially Owned
 
​​
Number
​​
Percent
5% Stockholders
​​
 
​​
 
SCA Horus Holdings, LLC(1)
​​
24,869,997
​​
42.9%
U.S. Global Jets ETF(2)
​​
3,612,469
​​
6.2%
Named Executive Officers and Directors
​​
 
​​
 
Jude Bricker(3)
​​
782,955
​​
1.3%
Dave Davis(4)
​​
194,789
​​
*
Gregory Mays(5)
​​
240,029
​​
*
Marion Blakey
​​
0
​​
*
Thomas C. Kennedy(6)
​​
2,955
​​
*
Patrick Kearney(1)(7)
​​
0
​​
*
Antoine Munfakh(1)(7)
​​
0
​​
*
Kerry Philipovitch(8)
​​
6,863
​​
*
David Siegel(9)
​​
392,461
​​
*
All current directors and executive officers as a group (15 persons)(10)
​​
1,988,200
​​
3.3%
As of the Record Date, 52,659,305, shares of common stock were issued and outstanding.

  Shares of Common Stock
Beneficially Owned		 
  Number  Percent 

5% Stockholders

  

SCA Horus Holdings, LLC; and

AP VIII (SCA Stock AIV), LLC; (1)

  11,161,105   21.2% 

Blackrock, Inc. (2)

  6,067,439   11.5% 

The Vanguard Group (3)

  4,601,829   8.7% 

Macquarie Group Limited;

Macquarie Management Holdings; and

Macquarie Investment Management Business Trust (4)

  3,788,897   7.2% 

Capital International Investors (5)

  3,280,677   6.2% 

U.S. Global Jets ETF (6)

  2,850,525   5.4% 

PAR Investment Partners, L.P.;

PAR Group II, L.P.; and

PAR Capital Management, Inc. (7)

  2,767,000   5.3% 

Named Executive Officers and Directors

  

Marion Blakey (8)

  17,381   * 

Jude Bricker

  1,496,207   2.8% 

Dave Davis

  294,654   * 

Thomas C. Kennedy (9)

  16,086   * 

Eric Levenhagen

  2,135   * 

Gregory Mays

  354,513   * 

Rose Neale

  25,842   * 

Patrick O’Keeffe (10)

  17,317   * 

Gail Peterson (11)

  12,502   * 

Kerry Philipovitch (12)

  19,994   * 

Jennifer Vogel (13)

  28,739   * 

Grant Whitney

  138,199   * 

All current directors and executive officers as a group (12 persons) (14)

  2,421,434   4.6% 

*

Less than 1%.

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(1)

Information regarding beneficial ownership of our common stock by SCA Horus Holdings, LLC (the “Apollo Stockholder”), AP VIII (SCA Stock AIV), LLC (“AP VII”), Antonie Munfakh and Richard Offutt, is included herein based on information set forth in a Form 4 filed with the SEC on on January 11, 2024, relating to such shares beneficially owned as of January 11, 2024. Each of the Apollo Stockholder, AP VII, Mr. Munfakh and Mr. Offutt has shared voting power and shared dispositive power with respect to 11,161,105 shares of the Company’s common stock. The Apollo Stockholder is managed by a board of directors consisting of Patrick KearneyRichard Offutt and AntoineAntonie Munfakh. Messrs. KearneyOffutt and Munfakh each disclaim any beneficial ownership of the shares of common stock held by the Apollo Stockholder except to the extent of their pecuniary interest therein. The address for AP VII is 100 West Putnam Avenue, Greenwich, CT 06830. The address of the Apollo Stockholder and Messrs. Munfakh and Offutt is 9 West 57th57th Street, 43rd42nd Floor, New York, NY 10019.

(2)

Information regarding beneficial ownership of our common stock by Blackrock, Inc. is included herein based on an Amendment No. 2 to a Schedule 13G filed with the SEC on January 24, 2024, relating to such shares beneficially owned as of December 31, 2023. Blackrock, Inc. has sole voting power with respect to 5,977,990 shares of the Company’s common stock and sole dispositive power with respect to 6,067,439 shares of the Company’s common stock. The address for Blackrock, Inc. is 50 Hudson Yards, New York, New York 10019.10001.

(2)
(3)

Information regarding beneficial ownership of our common stock by The Vanguard Group is included herein based on an Amendment No. 1 to a Schedule 13G filed with the SEC on February 13, 2024, relating to such shares beneficially owned as of December 31, 2023. The Vanguard Group has shared voting power with respect to 45,740 shares of the Company’s common stock, sole dispositive power with respect to 4,532,328 shares of the Company’s common stock and shared dispositive power with respect to 69,501 shares of the Company’s common stock. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(4)

Information regarding beneficial ownership of our common stock by Macquarie Group Limited (“MGL”), Macquarie Management Holdings Inc. (“MMH”) and Macquarie Investment Management Business Trust (“MIMBT”), is included herein based on a Schedule 13G jointly filed with the SEC on February 14, 2024, relating to such shares beneficially owned as of December 31, 2023. MGL has no voting power over any of the shares of the Company’s common stock. MMH and MIMBT each have sole voting power and sole dispositive power with respect to 3,788,897 shares of the Company’s common stock. The address for MGL is 50 Martin Place Sydney, New South Wales, Australia. The address of MMH and MIMBT is 610 Market Street, Philadelphia, PA 19106.

(5)

Information regarding beneficial ownership of our common stock by Capital International Investors is included herein based on an Amendment No. 1 to a Schedule 13G filed with the SEC on February 9, 2024, relating to such shares beneficially owned as of December 31, 2023. Capital International Investors has sole voting power and sole dispositive power with respect to all of its shares of the Company’s common stock. The address for Capital International Investors is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.

(6)

Information regarding beneficial ownership of our common stock by U.S. Global Jets ETF is included herein based on a Schedule 13G filed with the SEC on February 3, 2022,8, 2024, relating to such shares beneficially owned as of December 31, 2021.2023. U.S. Global Jets ETF has sole voting power and sole dispositive power with respect to all of its shares of the Company’s common stock. The address for by U.S. Global Jets ETF is 615 East Michigan Street, Milwaukee, Wisconsin 53202.

(3)
(7)

Information regarding beneficial ownership of our common stock by PAR Investment Partners, L.P. (“PAR Investment”), PAR Group II, L.P. (“PAR II”), and PAR Capital Management, Inc. (“PAR Capital”) is included herein based on a Schedule 13G jointly filed with the SEC on November 14, 2023, relating to such shares beneficially owned as of November 14, 2023. PAR Investment, PAR II and PAR Capital each have sole voting power and sole dispositive power with respect to 2,767,000 shares of the Company’s common stock. The address for each of PAR Investment, PAR II and PAR Capital is 200 Clarendon Street, FL 48 Boston, MA 02116.

(8)

Number of shares of common stock beneficially owned includes 705,723 shares of common stock issuable upon the exercise of options within 60 days.

(4)
Number of shares of common stock beneficially owned includes 194,789 shares of common stock issuable upon the exercise of options within 60 days.
(5)
Number of shares of common stock beneficially owned includes 237,774 shares of common stock issuable upon the exercise of options within 60 days.
(6)
Number of shares of common stock beneficially owned includes 2,9556,186 shares of common stock issuable upon the vesting of restricted stock units within 60 days.

50

(7)
(9)		Each of Patrick Kearney and Antoine Munfakh is affiliated with Apollo Management, L.P. and its affiliated investment managers and advisors. Each of Messrs. Kearney and Mr. Munfakh disclaims beneficial ownership of the shares of common stock held by the Apollo Stockholder except to the extent of his pecuniary interest therein. The address of each of Messrs. Kearney and Mr. Munfakh is 9 West 57th Street, 43rd Floor, New York, New York 10019.
(8)

Number of shares of common stock beneficially owned includes 1,7246,186 shares of common stock issuable upon the vesting of restricted stock units within 60 days.

(9)
(10)

Number of shares of common stock beneficially owned includes 217,1206,186 shares of common stock issuable upon the exercisevesting of optionsrestricted stock units within 60 days.

(10)
(11)

Number of shares of common stock beneficially owned includes 1,717,1716,186 shares of common stock issuable upon the exercisevesting of optionsrestricted stock units within 60 days.

(12)

Number of shares of common stock beneficially owned includes 6,186 shares of common stock issuable upon the vesting of restricted stock units within 60 days.

(13)

Number of shares of common stock beneficially owned includes 8,805 shares of common stock issuable upon the vesting of restricted stock units within 60 days.

(14)

Number of shares of common stock beneficially owned includes 39,735 shares of common stock issuable upon the vesting of restricted stock units within 60 days. This group includes (i) all current non-employee directors and (ii) all current executive officers, determined as of the Record Date.

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DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors, and persons who own more than 10% of a registered class of the Company’s equity securities (the “10% Stockholders”) to file reports of ownership and changes of ownership with the SEC. The Company assists its directors, officers and certain 10% Stockholders by assisting in their completion of Section 16 reports and filing these reports on their behalf. Based solely on a review of Section 16(a) reports filed electronically with the SEC during or with respect to the fiscal year ended 2021,December 31, 2023, or written representations that no other reports were required, the Company believes that our Section 16(a) reporting persons complied with all applicable filing requirements during the fiscal year ended 2021,December 31, 2023, except that each offor the Form 3 filedfollowing: One late report for Brian Davis on April 15, 2021Ms. Vogel, reporting one transaction late; one late report for Ms. Peterson, reporting one transaction late; and the Form 4 filedtwo late reports for Thomas C. Kennedy on May 4, 2021 were not filed on a timely basis.Mr. Trousdale, one reporting five transactions late and one reporting one transaction late.

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STOCKHOLDER PROPOSALS

A holder of the Company’s Common Stockcommon stock who wishes to present a proposal for inclusion in the Company’s proxy statement for the 20232025 annual meeting of stockholders (the “2023“2025 Annual Meeting”) pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (“Rule 14a-8” and “Exchange Act”, respectively) must deliver the proposal to our principal executive offices (Sun Country Airlines Holdings, Inc., 2005 Cargo Road, Minneapolis, MN 55450) to the attention of our Secretary no later than the close of business on December 30, 20222024 unless the date of the 20232025 Annual Meeting is more than 30 days before or after June 16, 2023,12, 2025, in which case the stockholder proposal must be received a reasonable time before we begin to print and mail our proxy materials.

For any stockholder proposal or director nomination that is not submitted for inclusion in our proxy statement pursuant to the process set forth above but is instead sought to be presented directly at the 20232025 Annual Meeting, stockholders are advised to review our bylaws as they contain requirements with respect to advance notice of stockholder proposals and director nominations. Our bylaws provide that stockholders who are seeking to bring business before an annual meeting of stockholders and stockholders who are seeking to nominate candidates for election as directors at an annual meeting of stockholders, other than any nomination for an Amazon Director or an Apollo Director, must provide timely notice thereof in writing. To be timely, a stockholder’s notice generally must be delivered to and received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, that in the event that the date of such meeting is advanced by more than 30 days prior to, or delayed by more than 60 days after, the anniversary of the preceding year’s annual meeting of our stockholders, a stockholder’s notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the 90th day prior to such meeting or, if the first public announcement of the date of such meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made.

We advise you to review our bylaws for additional stipulations relating to the process for identifying and nominating directors, including advance notice of director nominations and stockholder proposals. Copies of the pertinent bylaw provisions are available on request to the Secretary at the address set forth above.

In addition to satisfying the advance notice procedures in our bylaws and other requirements under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 17, 2023.13, 2025.

53

HOUSEHOLDING MATTERS

The SEC has adopted rules that permit companies to deliver a single Notice of Internet Availability of Proxy Materials or a single copy of proxy materials to multiple stockholders sharing an address unless a company has received contrary instructions from one or more of the stockholders at that address. This means that only one copy of the Annual Report on Form 10-K, for the fiscal year ended December 31, 2023, this proxy statement and Notice of Internet Availability of Proxy Materials may have been sent to multiple stockholders in your household. If you would prefer to receive separate copies of the Notice of Internet Availability of Proxy Materials and/or proxy statement, either now or in the future, please contact the Legal Department by mailing a request to Sun Country Airlines Holdings, Inc., 2005 Cargo Road, Minneapolis, MN 55450, or by calling our telephone number at 651-681-3900. Upon written or oral request to

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the Legal Department, we will promptly provide a separate copy of the Annual Report on Form 10-K, for the fiscal year ended December 31, 2023, and this proxy statement and Notice of Internet Availability of Proxy Materials. In addition, stockholders at a shared address who receive multiple NoticesNotice of Internet Availability of Proxy Materials or multiple copies of proxy statements may request to receive a single Notice of Internet Availability of Proxy Materials or a single copy of proxy statements in the future in the same manner as described above.

54

OTHER MATTERS

The Board of Directors, at the time of the preparation of this proxy statement, knows of no business to come before the Annual Meeting other than that referred to herein. If any other business should properly come before the Annual Meeting or any adjournment or postponement thereof, the persons named in the enclosed proxy will have authority to vote, in their discretion, all shares represented by such proxies that have been received and not theretofore properly revoked.

We file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and other documents electronically with the SEC under the Exchange Act. You may obtain such reports from the SEC’s website at www.sec.gov.

Our Investor Relations website address is www.ir.suncountry.com. We make available, free of charge through our Investor Relations website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

Upon the written request of any record holder or beneficial owner of Common Stockcommon stock entitled to vote at the Annual Meeting, we will, without charge, provide a copy of our Annual Report on Form 10-K, including the financial statements and the financial statement schedules, for the fiscal year ended December 31, 2021,2023, as filed with the SEC. Requests should be directed to Investor Relations, Sun Country Airlines Holdings, Inc., 2005 Cargo Road, Minneapolis, MN 55450.

55

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains certain information that may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. While we have specifically identified certain information as being forward-looking in the context of its presentation, we caution you that all statements contained in this proxy statement that are not clearly historical in nature are forward-looking. Without limiting the generality of the preceding sentence, these forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

Forward-looking information involves risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Much of the information in this proxy statement that looks towards future performance of the Company is based on various factors and important assumptions about future events that may or may not actually occur. As a result, our operations and financial results in the future could differ materially and substantially from those we have included in this proxy statement. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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LOGO

SUN COUNTRY AIRLINES HOLDINGS, INC. 2005 CARGO ROAD MINNEAPOLIS, MN 55450 SCAN TO VIEW MATERIALS & VOTE w VOTE BY INTERNET Before The Meeting—Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on June 11, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting—Go to www.virtualshareholdermeeting.com/SNCY2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on June 11, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V50563-P05294 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY SUN COUNTRY AIRLINES HOLDINGS, INC. The Board of Directors recommends you vote FOR the following: 1. The election of Jude Bricker, Dave Davis, and Kerry Philipovitch to the Board as Class III Directors, in each case, for a term of three years expiring at the annual meeting of stockholders of the Company to be held in 2027; Nominees: For Withhold 1a. Jude Bricker ! ! 1b. Dave Davis ! ! 1c. Kerry Philipovitch ! ! The Board of Directors recommends you vote 1 Year 2 Years 3 Years Abstain 1 YEAR on the following proposal: 2. To vote, on a non-binding, advisory basis, on the ! ! ! ! frequency of future advisory votes to approve the compensation of the Company’s named executive officers; The Board of Directors recommends you vote FOR the For Against Abstain following proposal: 3. To vote, on a non-binding, advisory basis, to approve ! ! ! the compensation of the Company’s named executive officers; and The Board of Directors recommends you vote FOR the For Against Abstain following proposal: 4. The ratification of the appointment of KPMG LLP as the ! ! ! Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

LOGO

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report and Notice & Proxy Statement are available at www.proxyvote.com. V50564-P05294 SUN COUNTRY AIRLINES HOLDINGS, INC. Annual Meeting of Stockholders June 12, 2024 9:00 AM, CDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Rose Neale, General Counsel, as proxy, with the power to appoint her substitute, and hereby authorize(s) her to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of SUN COUNTRY AIRLINES HOLDINGS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM, CDT on June 12, 2024, at www.virtualshareholdermeeting.com/SNCY2024, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side

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