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$UP
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Company Executives

$UP Management Team

Mr. Adam Zirkin

Chairman of the Board

Age 45
Compensation -
Sex Male

Mr. George Mattson

Chief Executive Officer

Director

Age 59
Compensation $1.568M USD
Sex Male

Mr. John Verkamp

Chief Financial Officer

Age 45
Compensation -
Sex Male

Mr. David Holtz

Chief Operating Officer

Age 68
Compensation -
Sex Male

Mr. Brian Kedzior

Chief People Officer

Age 44
Compensation -
Sex Male

Mr. Alexander Chatkewitz

Chief Accounting Officer

Age 60
Compensation -
Sex Male

Ms. Kristen Lauria

Chief Marketing Officer

Age 56
Compensation -
Sex Female

Mr. Mark Briffa

Chief Sales Officer

Age 60
Compensation $2.868M USD
Sex Male

Mr. David Godsman

Chief Digital Officer

Age 52
Compensation -
Sex Male

Mr. Matthew Knopf

Chief Legal Officer

Age 68
Compensation -
Sex Male
Directors
13
serving now
Independent
9 of 9
stated in the proxy; 4 not stated
Average tenure
2.6 years
from year joined
CEO also chairs the board
No
Adam Zirkin
Director Age On board Independent Committees Other public boards 2025 pay Source
Andrew Davis
48 2023
3 years
Independent
Audit Committee · Chair
Old Dominion Freight Line, Inc. Not stated
Roger Farah
73 Not stated Independent None stated CVS Health Corporation (NYSE: CVS) Not stated
George Mattson
60 2023
3 years
Not stated None stated Xos, Inc. (NASDAQ: XOS) Paid as CEO
Gregory Summe
69 2024
2 years
Independent
Audit Committee Compensation Committee
NXP Semiconductors NV (NASDAQ: NXPI) $314,554
Alain Bellemare
64 2023
3 years
Not stated
Safety & Security Committee
Air France-KLM SA (PAR: AF) Not stated
Adam Cantor
41 2023
3 years
Independent
NESG Committee
None stated Not stated
Zachary Lazar
35 2023
3 years
Independent
Compensation Committee
None stated Not stated
Lee Moak
69 2023
3 years
Independent
Audit Committee Safety & Security Committee · Chair
Grupo Aeroméxico S.A.B. de C.V. (NYSE: AERO) $280,786
Adam Zirkin
46 2023
3 years
Independent
Compensation Committee · Chair Safety & Security Committee
None stated Not stated
Dwight James
52 2022
4 years
Not stated None stated Floor & Décor Holdings, Inc. (NYSE: FND) Not stated
Thomas Klein
63 2024
2 years
Independent
NESG Committee · Chair
None stated Not stated
Erik Snell
49 2026
0 years
Not stated None stated None stated Not stated
Armstrong
Not stated Not stated Independent None stated None stated Not stated

Each director opens the passage of the proxy that names them. "Not stated" means the proxy does not say; it never means "no". Pay is the proxy's Director Compensation table; the CEO is paid as an executive.

Delta
holder of more than 5% of our outstanding Common Stock
$390.0 million

Term loan facility under the Credit Agreement, in which Delta is a lender with a direct interest

With the Company (borrower) and the Lenders Open in proxy
Delta
holder of more than 5% of our outstanding Common Stock
$100.0 million

Delta's commitment to a revolving loan facility under the Credit Agreement

With the Company (borrower) Open in proxy
Delta
holder of more than 5% of our outstanding Common Stock
Amount not stated

Delta provided credit support for WUP LLC's Revolving Equipment Notes Facility in exchange for a Credit Support Premium payable in kind

With WUP LLC, Revolving Equipment Notes Facility lenders Open in proxy
Delta
holder of more than 5% of our outstanding Common Stock
Approximately $0.5 million and $1.2 million
2024 and 2025

Commercial Cooperation Agreement (CCA) with Delta; Company expenses related to the CCA

Delta
$5.0 million
May 2023

Corporate Program under which Delta provided an initial deposit for charter discounts to Delta customers

With the Company Open in proxy
Delta
Amount not stated
2024

Sublease agreement for property at Cincinnati/Northern Kentucky International Airport, terminated December 12, 2024

With WUPJ Open in proxy
Wheels Up directors and certain executive and non-executive employees
Wheels Up directors and employees entitled to Delta SkyMiles 360 and Medallion benefits under the Wheels Up Flight Benefits Letter
Amount not stated

Flight benefits agreements with Delta providing SkyMiles and Medallion benefits

With Delta Open in proxy
Certares and Knighthead affiliates
co-investment advisors to CK Wheels, an affiliate of a 5% holder
Amount not stated

Member Services Agreements providing discounted flight services to executives of Certares and Knighthead affiliates

With the Company Open in proxy
Hertz Global Holdings, Inc.
Certares and Knighthead serve as co-investment managers of CK Amarillo LLC, an entity that owns a substantial portion of Hertz
Approximately $1.6 million
since January 1, 2024

Ordinary-course vehicle rental and referral arrangements with Hertz

With Wheels Up Private Jets LLC (WUPJ) Open in proxy
MAH
Messrs. Cantor and Lazar are members of the board of directors of MAH; Certares and Knighthead serve as co-investment managers to an entity that owns a portion of MAH
Approximately $0.2 million
since January 1, 2024

Ordinary-course fixed base operator, fueling and other services provided by MAH to Wheels Up

With the Company's subsidiaries Open in proxy
Tropic Ocean Airways (Tropic Ocean)
Mr. Mattson, our Chief Executive Officer, holds minority equity interests in, and is a member of the board of managers of, Tropic Ocean
Approximately $0.5 million
since January 1, 2024

Commercial cooperation agreement (TOA CCA) and charter flight payments to Tropic Ocean

With Wheels Up Open in proxy
CVS Health and its affiliate CVS Pharmacy
Mr. Farah is currently a director of CVS Health, the parent company of CVS Pharmacy
Approximately $7.5 million
since January 1, 2024

Agreements under which CVS Pharmacy serves as pharmacy benefits manager for U.S.-based employees eligible for WUP LLC health benefits plans

With WUP LLC Open in proxy

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