REPUBLIC AIRWAYS HOLDINGS INC. 8-K/A

What Happened

• Republic Airways Holdings Inc. filed an 8-K (filed June 17, 2026) confirming that Matthew J. Koscal was promoted to President and Chief Executive Officer effective June 15, 2026, replacing David Grizzle, who resumed the role of non-executive Chairman. The Board approved compensation changes to reflect Koscal’s new role.

Key Details

• Effective June 15, 2026, Koscal’s annual base salary increased to $802,000 (previously $675,000).
• Target annual cash bonus opportunity increased to 114% of base salary (previously 100%); the 2026 prorated target is approximately 100% of the new base salary (actual payout based on 2026 performance and Compensation Committee determination).
• Target long-term incentive increased to 376% of base salary (previously 275%); the 2026 prorated long-term incentive target is 310% of the new base salary, with final award details to be set by the Compensation Committee.
• On June 15, 2026, Koscal received a supplemental grant of performance stock units (PSUs) valued at $628,333 — 31,559 PSUs at “target” based on the 30‑day VWAP through June 15, 2026. These PSUs vest after a three‑year performance period (starting Jan 1, 2026) subject to Controllable Completion Factor, 3‑year average daily utilization targets and pre‑tax income metrics.
• Other terms of Koscal’s existing employment agreement and award agreements remain in effect.

Why It Matters

• Leadership change and the accompanying pay reset are material for investors because they signal the company’s succession plan and incentive alignment for the new CEO. The increases in salary, bonus target and long‑term equity (including a sizable PSU supplement) tie Koscal’s compensation to multi‑year operational and financial targets, which can affect executive focus and long‑term dilution considerations.