Frontier Group Holdings, Inc. 8-K

What Happened

• Frontier Group Holdings (ULCC) announced on Feb 9, 2026 (effective Feb 5, 2026) that Anthony D. Salcido was appointed as a Class II director. His term runs until the Company’s 2026 annual meeting of stockholders (or until his successor is elected).
• Mr. Salcido was named to the Board’s Audit Committee and Safety & Security Committee, is designated an independent director under SEC Rule 10A-3 and Nasdaq rules, and fills a newly created seat after the Board expanded from eleven to twelve directors.

Key Details

• Appointment date: effective February 5, 2026; term expires at the 2026 annual meeting.
• Compensation: annual cash retainer of $100,000 (paid quarterly, prorated for partial periods).
• Equity awards: an initial prorated RSU award based on $140,000 (pro rata through May 15, 2026) and an annual RSU award sized at $160,000 divided by the Company’s closing stock price on the grant date; RSUs vest on the earlier of the first anniversary of grant or immediately prior to the next annual meeting, subject to continued service.
• Background: Mr. Salcido, age 65, is former Chief Accounting Officer of Toyota Motor North America (Jun 2017–Jul 2019), is a CPA (inactive), and has prior audit/finance committee experience.

Why It Matters

• This fills a new Board seat and strengthens oversight—particularly financial oversight—by adding an experienced accounting executive to the Audit Committee, which matters for governance and investor confidence.
• The appointment is non-executive and subject to standard director compensation (cash + RSUs), which may modestly increase the number of outstanding RSUs if they vest. The company confirms Mr. Salcido is independent and has no related-party transactions disclosed.