Frontier Airlines Holdings, Inc. is filing this Amendment No. 1 (this “Amendment No. 1”) to its Annual Report on Form 10-K for the fiscal year ended March 31, 2009, filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2009 (the “2009 Form 10-K”), for the purpose of providing the information required by Part III of Form 10-K.  Except as set forth in Part III below, no other changes are made to the 2009 Form 10-K.  Unless expressly stated herein, this Amendment No. 1 does not reflect events occurring after the filing of the 2009 Form 10-K, nor does it modify or update in any way the disclosures contained in the 2009 Form 10-K.  Throughout this report, references to the “Company,” “we,” “our,” or “us” refer to Frontier Airlines Holdings, Inc. (Debtor and Debtor-in-Possession as of April 10, 2008), and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates.

PART III

 

Set forth below is information concerning our directors and executive officers.

 

Board of Directors

 

Name		Age		Position(s)
Sean Menke		40		President,   Chief Executive Officer and Director
D. Dale Browning		72		Director
Rita M. Cuddihy		55		Director
Paul S. Dempsey		58		Director
Patricia A. Engels		58		Director
B. LaRae Orullian		76		Director
Jeff S. Potter		49		Director
Robert D. Taylor		48		Director
James B. Upchurch		50		Director

 

Mr. Menke has been our President, Chief Executive Officer and a Director since September 2007.  Mr. Menke was the Executive Vice President - Commercial Strategy for Air Canada from May 2007 to August 2007, and was Executive Vice President and Chief Commercial Officer for Air Canada from July 2005 to May 2007.  Mr. Menke has over 15 years of aviation experience, including serving as our Senior Vice President - Chief Operating Officer from July 2004 to July 2005, Senior Vice President - Marketing from November 2003 to June 2004, and Vice-President - Marketing and Planning from June 2000 to November 2003.  Mr. Menke held various positions with United Airlines, America West Airlines, and Western Pacific Airlines before his prior tenure at Frontier Airlines.  Mr. Menke holds an executive MBA from the University of Denver, as well as dual Bachelor’s degrees in Economics and Aviation Management from Ohio State University.

 

Mr. Browning has been a Director since July 1996.  He is a retired bank and bankcard executive.  Mr. Browning served from 1995 to 2001 as President and Chief Executive Officer of ProCard, Inc., Golden, Colorado, and from 1993 to 1995 as a Senior Consultant to Visa International.  He was President and Chief Executive Officer of the Colorado National Bank of Denver from 1986 through 1993, having concurrently served as Vice Chairman and Chief Operating Officer of Colorado National Bankshares and as Chief Executive Officer of Rocky Mountain BankCard System.  In 1982, he founded Plus System, Inc., an international automatic teller machine network, and served as President of that company until 1993.  Mr. Browning has served as a director of Central States Indemnity Company of Omaha since 1995.

 

Ms. Cuddihy has been a Director since November 2006 and is currently the Senior Vice President and Chief Operations Officer, Central Region with Marriott International, Inc.  Ms. Cuddihy served as the Senior Vice President, Renaissance North America with Marriott from November 2006 to May 2008, Regional Vice President, Northern California, Colorado, and Oklahoma for Marriott from 2004 to October 2006 and served as the Senior Vice President, Marketing for Marriott from 2002 to 2004.  Prior to joining Marriott International, Ms. Cuddihy served as the President and Chief Executive Officer of US Airways Shuttle and in several executive level positions at US Airways from 1992 to 2001 in the areas of customer service, planning and marketing.  Ms. Cuddihy has almost 30 years of airline and travel industry experience, primarily in the areas of marketing and planning.

 

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Dr. Dempsey has been a Director since July 1994 and Vice-Chair of our board of directors since 1996.  Since 2002, Dr. Dempsey has been the Tomlinson Professor of Global Governance in Air & Space Law, and Director of the Institute of Air & Space Law at McGill University in Montreal, Canada.  From 1979 to 2002, he served as Professor of Law and Director of the Transportation Law Program at the University of Denver.  He was also Director of the National Center for Intermodal Transportation.  For 13 years, he was host of KWGN-TV’s “Your Right to Say It” public affairs news program.  He served as Legal Advisor to the Chairman, Interstate Commerce Commission, from 1981 through 1982; Attorney-Advisor to the Civil Aeronautics Board’s Office of General Counsel, and its Bureau of Pricing and Domestic Aviation from 1977 to 1979; and Attorney-Advisor to the Interstate Commerce Commission’s Office of Proceedings from 1975 to 1977.  Dr. Dempsey holds the following degrees: A.B.J., J.D., University of Georgia; LL.M., George Washington University; and D.C.L., McGill University.  Dr. Dempsey is a Fulbright Scholar and has authored 15 books and more than 75 law review articles on issues of transportation law, economics, business and policy.  His editorials have appeared in major newspapers and news magazines.

 

Ms. Engels has been a Director since April 2004.  From 2001 to 2004, Ms. Engels served as Executive Vice President, Products and Marketing for Qwest Communications International, Inc. in Denver, Colorado, where she was responsible for the product management, marketing and pricing of Qwest’s $14 billion voice, data, and Internet Protocol product portfolio.  Ms. Engels has extensive senior leadership experience with Fortune 500 companies, including EDS Corporation, SBC Communications, Ameritech Corporation and United Airlines.  During her tenure with United, Ms. Engels served in several capacities, including President and Chief Executive Officer of Mileage Plus, Inc., Vice President of Market Development, and Director of Market Planning.

 

Ms. Orullian has been a Director since July 1994 and served as Chair of our board of directors from 1995 until 2001, when she became Vice Chair.  Ms. Orullian continues to serve as Vice Chair of our board of directors with Dr. Dempsey.  She is currently the Corporate Secretary of Delta Dental Colorado.  From 1999 to 2003, she served on the board of directors and audit committee of Anthem, Inc., a publicly traded company headquartered in Indiana with operations in several states.  Ms. Orullian is also on the board of directors of several other non-publicly traded companies in Colorado and Utah.  In addition, she is past National President and former Chair of the Girl Scouts of the USA.  Among numerous other business and civic activities, Ms. Orullian currently sits on the Colorado Supreme Court Disciplinary Hearing Board, and serves on the Board of Directors of Colorado Public Television / KBDI, Channel 12-TV.  She was awarded a Doctorate in Humane Letters from Whittier College in 2004.

 

Mr. Potter has been a Director since May 2001 and was formerly our President and Chief Executive Officer from April 2002 to August 2007.  Mr. Potter has been the Chief Executive Officer of Exclusive Resorts, a luxury destination club, since August 2007.  Mr. Potter was our Executive Vice President and Chief Operating Officer in May 2001 and was appointed President in August 2001.  Mr. Potter served as Chief Executive Officer of Vanguard Airlines from May 2000 to April 2001.  Prior to working for Vanguard Airlines, he was our Vice President of Marketing from 1995 to April 2000.  Mr. Potter has over 20 years of airline and airline related experience, including regional director of commercial marketing for McDonnell Douglas Corporation and various positions with Pacific Southwest Airlines, Continental Airlines, Northwest Airlines, and the former Frontier Airlines.

 

Mr. Taylor has been a Director since September 2006 and is a Founding Partner of Centinela Capital Partners, an alternative investment management firm focused on investments in and alongside emerging managers.  Prior to joining Centinela, Mr. Taylor was a founding partner of Blue Capital, a middle market private equity firm whose investment strategy centered on post-acquisition value-creation.  While at Blue Capital, Mr. Taylor was responsible for all aspects of the investment process and firm leadership.  Prior to starting Blue Capital, Mr. Taylor was a partner at McKinsey & Company.  Mr. Taylor has served on the boards of numerous private companies, none of which are our affiliates or are publicly traded.  He also serves or has served on the board of several not-for-profit organizations, including the National Urban League, where he is currently Senior Vice Chairman, the Los Angeles Urban League, California Science Center, Stanford Graduate School of Business Management Board, and Stanford Law School Board of Visitors.  Mr. Taylor earned a B.S. in engineering, summa cum laude, from California State University, Northridge (1982), a J.D. from Stanford Law School (1986), and an MBA from the Stanford Graduate School of Business (1986).

 

Mr. Upchurch has been a director since October 1998 and is the President and Chief Executive Officer of Caltius Capital Management, LP.  He actively manages the investing and lending of approximately $500 million of capital committed to several mezzanine debt and private equity partnerships.  Mr. Upchurch is also a member of the board of directors of several Caltius portfolio companies, none of which are our affiliates or are publicly traded.

 

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Executive Officers

 

In addition to Mr. Menke, our President and Chief Executive Officer, who is also a director, the following executive officers are not directors and serve at the discretion of the board of directors.  Each of the officers devotes his or her full-time efforts to our affairs.

 

 

Name		Age		Position
Ann E. Block		59		Senior Vice President, People
Edward M. Christie III		38		Senior Vice President and Chief Financial Officer
Gerard A. Coady		52		Senior Vice President and Chief Information Officer
Christopher L. Collins		50		Executive Vice President and Chief Operations Officer
Matthew R. Henry		43		Vice President and General Counsel
Heather R. Iden		36		Vice President and Controller

 

Ann E. Block has been our Senior Vice President, People, since June 2007.  Prior to this appointment, she served as our Senior Vice President, In-Flight and Administrative Services from November 2003 to June 2007.  Previous appointments with us include Vice President, In Flight Services and Human Resources (April 2002 to November 2003), Vice President, Human Resources and Flight Services (June 2000 to April 2002), and Vice President, Human Resources (March 1999 to June 2000).  Before joining us in March 1999, she served as Director-Human Resources Strategy and Services for BlueCross BlueShield of Colorado.  From 1971 to 1996, she served in various capacities with Public Service Company of Colorado.  From 1996 to 1997, she served as Director, Total Compensation for HR Source, Inc.

 

Edward M. Christie, III has been our Chief Financial Officer since June 2008.  Prior to this appointment, he served as our Senior Vice President, Finance since February 2008 and as our Vice President, Finance from May 2007 to February 2008.  Prior to May 2007, he held several positions with us, including Corporate Financial Administrator; Director of Corporate Financial Planning; and Senior Director of Corporate Financial Planning and Treasury.  Before joining us in December 2002, he served as Director of Marketing and Research and as Vice President, Finance, with Alexander Capital Corporation, a company involved in equipment finance and leasing.

 

Gerard A. Coady has been our Senior Vice President and Chief Information Officer since March 2008.  Prior to this appointment, he served as our Vice President and Chief Information Officer since May 2007.  Prior to joining us, Mr. Coady was the Chief Technological Officer and Executive Vice President of Engineering at Evident Software, a provider of software solutions for virtualized applications and services.  He also served as Chief Information Technology Officer at Xcel Energy in Denver, Colorado.  He has also held leadership positions at IBM and JD Edwards and spent many years with Digital Equipment Corporation, a computer manufacturer that was acquired by Compaq in 1998 and subsequently merged into Hewlett-Packard in May 2002.

 

Christopher L. Collins has been our Executive Vice President and Chief Operations Officer since August 2007.  Previously, he served as our Senior Vice President, Operations since joining us in January 2006.  Mr. Collins has over 20 years of aviation experience.  Prior to joining us, he served as Vice President, System Operations for JetBlue Airways from March 1999 to December 2005.  Prior to JetBlue, he served Continental Airlines for over a decade in several different executive and senior management capacities, including six years as Continental’s Vice President of Operations and Planning for its Micronesia operations.

 

Matthew R. Henry has been our Vice President and General Counsel since March 2008.  Prior to this appointment, he served as our Senior Corporate Counsel since February 2003.  From March 1999 to November 2002, Mr. Henry served as Assistant General Counsel for El Paso Electric Company, a public utility located in El Paso, Texas.  Previously, Mr. Henry was a partner at Kemp Smith, PC in El Paso, Texas, where he practiced corporate, securities and bankruptcy law from 1991 to 1999.

 

Heather R. Iden has been our Vice President and Controller since February 2008, in which position she oversees our general accounting, revenue accounting and financial reporting functions.  Prior to this appointment, she held two positions as our Director of Corporate and Financial Reporting and Senior Manager, Financial Reporting since 2005.  Prior to joining us in 2005, Ms. Iden served as manager of Financial Reporting and Technical Accounting for Cenveo, Inc., the world’s largest producer of envelopes and one of the largest commercial printers in North America.  Prior to that, she served as Controller for Cavion Technologies, Inc., a start-up internet banking company that had its initial public offering during her tenure.  Prior to joining Cavion Technologies, Inc., she worked for Arthur Andersen, LLP in Denver for five years.  Ms. Iden is a certified public accountant.

 

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CORPORATE GOVERNANCE

 

Audit Committee

 

We have a separately-designated standing audit committee. During our fiscal year ended March 31, 2009, the members of the audit committee were D. Dale Browning, Rita Cuddihy, Patricia A. Engels, B. LaRae Orullian (Chair), and Robert D. Taylor (Vice Chair), each of whom was an “independent director,” as defined by applicable securities laws and NASDAQ listing standards.  Although our common stock was delisted from the NASDAQ Stock Exchange effective May 22, 2008, we continue to apply the independence criteria set forth in the NASDAQ listing standards.  The board of directors has determined that both D. Dale Browning and B. LaRae Orullian qualify as “audit committee financial experts.”

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, officers and holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

 

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that all required reports of our officers, directors and 10% stockholders under Section 16(a) were timely filed during the fiscal year ended March 31, 2009.

 

Code of Conduct and Ethics

 

Our board of directors adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including the Chief Executive Officer and the Chief Financial Officer.  A current copy of the Code of Business Conduct and Ethics is available on our website at www.frontierairlines.com.  Any amendments to, or waivers from, any provision of the Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer, or persons performing similar functions will be disclosed on our website at www.frontierairlines.com.

 

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Summary Compensation Table

 

The table below summarizes the cash and non-cash compensation awarded to, earned by or paid to (i) the individual who served as our Chief Executive Officer during the fiscal year ended March 31, 2009, (ii) our next two most highly compensated executive officers during the fiscal year ended March 31, 2009, and (iii) any former executive officer who would have been among the two most highly compensated executive officers during the fiscal year ended March 31, 2009 but for the fact that such individual did not serve as an executive officer on March 31, 2009 (each, a “named executive officer” or “NEO”).

 

 

Name and Principal Position	Year		Salary  ($)				Stock  Awards   ($) (a)				Option   Awards   ($) (b)				All Other  Compensation   ($) (c)					Total   ($)
Sean Menke,	2009		$	268,598			$	110,501			$	422,000			$	382				$	801,481
President and CEO (d)	2008		$	183,542			$	161,100			$	310,520			$	527,526		(e)		$	1,182,688
Christopher L. Collins,	2009		$	228,869			$	75,000			$	301,428			$	2,379				$	605,848
Executive VP and COO	2008		$	263,828			$	82,218			$	160,346			$	18,606				$	524,998
Gerard A. Coady,	2009		$	198,277			$	40,499			$	244,517			$	285				$	483,578
Sr. VP and CIO	2008		$	199,785			$	16,513			$	38,767			$	1,905				$	256,970

 

 

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(a)

This column represents the dollar amount recognized as compensation expense for financial statement purposes with respect to fiscal year 2009 and 2008 for the fair value of restricted stock granted in each fiscal year in accordance with SFAS 123R. Restricted stock awards are valued at the closing market price on the date of grant. Based on the Company’s Plan of Reorganization (as defined below), however, these awards have no value and will be cancelled upon the confirmation of the Plan of Reorganization.  For additional information on the valuation assumptions with respect to the 2009 grants, refer to  Note 14 – Equity Based Compensation Plans of the Notes to the Consolidated Financial Statements in the 2009 Form 10-K .

(b)

This column represents the dollar amount recognized as compensation expense for financial statement reporting purposes with respect to the 2009 and 2008 fiscal year for the fair value of stock option stock appreciation rights granted in each fiscal year in accordance with SFAS 123R. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.  Based on the Company’s Plan of Reorganization, however, these awards have no value and will be cancelled upon the confirmation of the Plan of Reorganization.  For additional information on the valuation assumptions with respect to the 2009 grants, refer to  Note 14 – Equity Based Compensation Plans of the Notes to the Consolidated Financial Statements in the 2009 Form 10-K .

(c)	This column includes the value of the ESOP allocated and the 401(k) match we paid to each named executive officer in fiscal year 2009 and fiscal year 2008.

(d)	Mr. Menke is also a director, but receives no additional compensation for his service as a director.

(e)	Includes $522,537 in payments related to the buyout of Mr. Menke’s contract with Air Canada, including the taxes associated with the buyout.

 

 

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Narrative to Summary Compensation Table

 

Bankruptcy

 

On April 10, 2008, Frontier Airlines Holdings, Inc. and its subsidiaries, Frontier Airlines, Inc. and Lynx Aviation, Inc., filed voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York.  The cases are being jointly administered under Case No. 08-11298 (RDD). See Item 1, “Business” and Item 1A, “Risk Factors” in the 2009 Form 10-K for more information. Because of the bankruptcy filings, the compensation-setting process and any decisions regarding compensation of our executive officers varied significantly from the process and decisions previously used in fiscal year 2008 and prior years.  We cannot predict what compensation arrangements may be put in place for our executive officers during our bankruptcy proceedings or thereafter.

 

After filing for bankruptcy on April 10, 2008, we instituted a salary reduction program that is currently in effect.  Under the reduction program, Sean Menke, our President and Chief Executive Officer, agreed to a 20% reduction in his base salary, and other officers agreed to a 10% reduction in such officer’s base salary for the fiscal year ended March 31, 2009.

On June 22, 2009, we announced our entry into an investment agreement with Republic Airways Holdings, Inc. (“Republic”) by which Republic will serve as equity sponsor for our plan of reorganization (“Plan of Reorganization”), allowing Republic to purchase 100% of the equity in the reorganized company for $108.75 million. The plan sponsorship agreement is subject to bankruptcy court approval and various conditions.

 

Severance Plan

In June 2008 the United States Bankruptcy Court for the Southern District of New York approved a severance plan that would provide our executive officers and certain other employees with severance if they were terminated without cause.  The payments to each of our executive officers cannot exceed $144,180, and are subject to reduction under the plan’s mitigation requirements.  The compensation committee believes that this plan was necessary to encourage the executive officers and other employees to continue in employment with us during our bankruptcy proceedings.  Such severance arrangements may be modified or cancelled in connection with our Chapter 11 proceedings and any exit or reorganization plan.

Equity Grants

 

The compensation committee granted restricted stock awards and SOSARs to our named executive officers on April 1, 2008.  50% of the restricted stock award vests one year from the grant date and the remaining 50% of the restricted stock awards will vest on the third anniversary of their grant date; 50% of the SOSARs award will vest one year from the grant date and the remaining 50% of the SOSARs will vest 20% after the first anniversary of the grant date with the remainder vesting 20% on the next four anniversaries of the initial vesting date. Based on the Company’s Plan of Reorganization, however, these awards have no value and will be cancelled upon the confirmation of the Plan of Reorganization.

 

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Outstanding Equity Awards at Fiscal Year-End Table

 

The table below summarizes the unexercised options and unvested stock awards as of March 31, 2009 for each of the named executive officers listed in the Summary Compensation Table who continued to serve as executive officers on March 31, 2009.  Based on the Company’s Plan of Reorganization, however, these awards have no value and will be cancelled upon the confirmation of the Plan of Reorganization.

 

 

		Option/SOSAR Awards														Stock Awards
Name		Number of Securities  Underlying   Unexercised Options  (#) Exercisable				Number of  Securities  Underlying  Unexercised   Options   (#)   Unexercisable					Option  Exercise   Price   ($)			Option   Expiration   Date		Number of Shares  or Units of Stock  That Have Not  Vested (#)					Market Value of  Shares or Units of  Stock That Have  Not Vested  ($)
Sean Menke			20,000				80,000		(a)		$	5.75		09/07/17
Sean Menke																	30,000		(b)		$	75,900
Sean Menke			100,000								$	2.11		04/01/18
Sean Menke			20,000				80,000		(c)		$	2.11		04/01/18
Sean Menke																	26,185		(d)		$	55,250
Christopher Collins			1,931				1,287		(e)		$	8.76		1/09/16
Christopher Collins																	731		(f)		$	1,542
Christopher Collins																	6,402		(g)		$	13,508
Christopher Collins			12,364				8243		(h)		$	7.42		04/03/16
Christopher Collins																	8,333		(i)		$	17,583
Christopher Collins			11,396				17,094		(j)		$	6.00		04/02/17
Christopher  Collins																	6,000		(k)		$	12,660
Christopher Collins			4,000				16,000		(l)		$	5.37		08/14/17
Christopher  Collins			71,428								$	2.11		04/01/18
Christopher Collins			14,286				57,143		(c)		$	2.11		04/01/18
Christopher Collins																	17,772		(d)		$	37,499
Gerard Coady			4,131				6,197		(m)		$	6.31		5/11/17
Gerard Coady																	3,020		(n)		$	6,372
Gerard Coady			92				370		(o)		$	2.53		3/7/18
Gerard Coady																	117		(p)		$	247
Gerard Coady			57,857								$	2.11		4/01/18
Gerard Coady			11,571				46,286		(c)		$	2.11		4/01/18
Gerard Coady																	9,597		(d)		$	20,250

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(a)	Unvested SOSARs will vest in the amount of 20% on each anniversary date of the original grant on 09/07/07.
(b)	Unvested restricted stock shares will vest on 09/07/12.
(c)	Unvested SOSARs will vest in the amount of 20% on each anniversary date of the original grant on 04/01/08.
(d)	Unvested restricted stock shares will vest on 04/01/11.
(e)	Unvested SOSARs will vest in the amount of 20% on each anniversary date of the original grant on 01/09/16.
(f)	Unvested restricted stock shares will vest on 01/09/11.
(g)	Unvested restricted stock shares will vest on 04/03/11.
(h)	Unvested SOSARs will vest in the amount of 20% on each anniversary date of the original grant on 04/03/06.
(i)	Unvested restricted stock shares will vest on 04/02/12.

 

 

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(j)	Unvested SOSARs will vest in the amount of 20% on each anniversary date of the original grant on 04/02/07.
(k)	Unvested restricted stock shares will vest on 08/14/12.
(l)	Unvested SOSARs will vest in the amount of 20% on each anniversary date of the original grant on 08/14/07.
(m)	Unvested SOSARs will vest in the amount of 20% on each anniversary date of the original grant on 05/11/07.
(n)	Unvested restricted stock shares will vest on 05/14/12.
(o)	Unvested SOSARs will vest in the amount of 20% on each anniversary date of the original grant on 03/07/08.
(p)	Unvested restricted stock shares will vest on 03/07/13.

 

 

Potential Payments on Terminations or Change in Control

 

As of March 31, 2009, our NEOs did not have any special guaranteed payments due on retirement or change of control.  In June 2008, the United States Bankruptcy Court for the Southern District of New York approved a severance plan that would provide our executive officers and certain other employees with severance if they were terminated without cause or terminated for “good reason” following a change in control.  Please see Narrative to Summary Compensation Table above.

 

 

 

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Compensation of Directors

 

The table below summarizes the total compensation paid to or earned by each of the non-employee directors for the fiscal year ended March 31, 2009.

 

Name		Fees Earned  or Paid in  Cash ($)				Stock Awards ($)  (a)				Total ($)
D. Dale Browning		$	13,313			$				$	13,313
Rita M. Cuddihy		$	8,688			$				$	8,688
Paul S. Dempsey		$	7,750			$				$	7,750
Patricia A. Engels		$	10,938			$				$	10,938
B. LaRae Orullian		$	11,750			$				$	11,750
Jeff S. Potter (c)		$	6,250			$				$	6,250
Robert D. Taylor		$	9,438			$				$	9,438
James B. Upchurch		$	7,375			$				$	7,375

 

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(a)     During the fiscal year ended March 31, 2009, none of the directors received any stock awards.

As of March 31, 2009, each non-employee director had the following number of stock options and restricted stock units outstanding:

 

Name		Stock Awards  (#)				Option Awards  (#)
Dale D. Browning			8,033				15,000
Rita M. Cuddihy			6,033				—
Paul S. Dempsey			8,033				37,500
Patricia A. Engels			8,033				10,000
B. LaRae Orullian			8,033				10,000
Jeff S. Potter			5,850				—
Robert D. Taylor			9,141				—
James B. Upchurch			8,033				30,000

 

During our fiscal year ended March 31, 2009, each director received: (a) a quarterly retainer of $2,500; (b) board meeting fees of $750 per meeting attended in person and $375 per meeting attended telephonically.  Mr. Browning also received a $2,500 annual retainer for serving as the chair of the board; Ms. Orullian also received a $2,500 annual retainer for serving as the chair of the audit committee; Ms. Engels received an annual retainer of $1,500 for serving as the chair of the compensation committee; and Mr. Dempsey received an annual retainer of $1,500 for serving as the chair of the nominating and corporate governance committee.  The directors did not receive any additional compensation or fees for attending committee meetings.  Following our bankruptcy filing, the directors agreed to reduce their annual retainer and board meeting fees by fifty percent (50%).

 

We reimburse all of our directors for travel and out-of-pocket expenses in connection with their attendance at meetings of the board and committees on which they serve, and we permit them, their spouses, and dependent children to fly without charge on our scheduled flights on a stand-by basis.

 

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Equity Compensation Plan Information

 

The following table summarizes our equity compensation plans as of March 31, 2009.

 

Plan Category		Number of Securities  to be Issued upon Exercise of Outstanding  Options, Warrants,  and Rights				Weighted Average  Exercise Price of  Outstanding  Options, Warrants,  and Rights ($ )				Number of Securities  Available for  Future Issuance  Under Equity  Compensation Plans
Equity compensation plans approved by stockholders (1)			3,225,086			$	6.51				229,000
Equity compensation plans not approved by stockholders			—				—				—
Total			3,225,086								229,000

 

	(1)    As of March 31, 2009, these figures include 2,585,739 outstanding options and SOSARs with a weighted average exercise price of $7.14, 409,469 restricted stock units with a weighted average grant date market value of $4.99, and 229,878 cash settled RSUs with a weighted average grant date market value of $2.11.  See Note 14 of Notes to Financial Statement in our Annual Report on Form 10-K for the fiscal year ended March 31, 2009 for a description of equity based compensation plans.

 

 

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Security Ownership of Certain Beneficial Owners and Management

 

The following table sets forth certain information regarding beneficial ownership of our common stock as of July 28, 2009 by: (i) each director and nominee for director; (ii) each current executive officer listed in the Summary Compensation Table; (iii) all directors and executive officers as a group; and (iv) each person who we know owns beneficially more than five percent of our outstanding common stock.  Unless otherwise specified, the address of each person named is 7001 Tower Road, Denver Colorado 80249-7312.

 

Name and Address of Beneficial Owner		Shares  Beneficially  Owned					Percentage of  Ownership (1)
Directors and Named Executive Officers:
D. Dale Browning			65,108		(2)			*
Rita M. Cuddihy			1,000					*
Paul S. Dempsey			42,608		(3)			*
Patricia A. Engels			19,108		(4)			*
B. LaRae Orullian			55,333		(5)			*
Jeff S. Potter			-0-					*
Robert D Taylor			7,216		(6)			*
James B. Upchurch			35,108		(7)			*
Sean Menke			27,379		(8)			*
Christopher L. Collins			19,496		(9)			*
Gerard A. Coady			10,489		(10)			*
Other Executive Officers			316,558		(11)			*
All directors and executive officers as a group (15 persons)			599,403		(12)			1.62	%

 

* Less that 1 percent. 

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(1)	Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from July 28, 2009 upon the exercise of options, warrants or convertible securities that are held by such person. This table assumes a base of 36,945,744 shares of common stock outstanding as of July 28, 2009 which number does not include shares underlying outstanding options, warrants or convertible securities. This table also assumes an individual’s SOSARs will not result in any share ownership.  Due to the Company’s Chapter 11 filing the SOSARs do not have any appreciation value and will not result in any award, and under the Company’s Plan of Reorganization, these awards will be cancelled upon the confirmation of the Plan of Reorganization.
(2)	Includes 15,000 shares subject to vested options, 2,000 shares under vested restricted stock units, and 3,108 restricted stock units that will vest within 60 days.
(3)	Includes 37,500 shares subject to vested options, 2,000 shares under vested restricted stock units, and 3,108 restricted stock units that will vest within 60 days.
(4)	Includes 10,000 shares subject to vested options, 2,000 shares under vested restricted stock units, and 3,108 restricted stock units that will vest within 60 days.
(5)	Includes 10,000 shares subject to vested options, 2,000 shares under vested restricted stock units, and 3,108 restricted stock units that will vest within 60 days.
(6)	Includes 6,216 shares under vested restricted stock units.
(7)	Includes 30,000 shares subject to vested options, 2,000 shares under vested restricted stock units, and 3,108 restricted stock units that will vest within 60 days.
(8)	Includes 26,185 shares under vested restricted stock units and 1,194 vested shares allocated under the ESOP.
(9)	Includes 17,773 shares under vested restricted stock units and 1,723 vested shares allocated under the ESOP.
(10)	Includes 9,597 shares under vested restricted stock units and 892 vested shares allocated under the ESOP.
(11)	Includes 278,835 shares subject to vested options, 16,885 shares under vested restricted stock units, and 20,838 vested shares allocated under the ESOP.
(12)	Includes 381,335 shares subject to vested options, 102,196 shares under vested restricted stock units, and 24,647 vested shares allocated under the ESOP.

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Policy on Related Person Transactions

 

Our nominating and corporate governance committee charter requires the nominating and corporate governance committee to review all related party transactions and determine whether the transactions are appropriate for us to undertake.  If appropriate, the nominating and corporate governance committee is authorized to approve the transaction.

 

Director Independence

 

Each of the directors other than Mr. Menke, our President and Chief Executive Officer, and Mr. Potter, who served as our President and Chief Executive Officer until August 2007, qualify as “independent” under the NASDAQ rules.  Although our common stock was delisted from the NASDAQ Stock Exchange effective May 22, 2008, we continue to apply the independence criteria set forth in the NASDAQ listing standards.  The NASDAQ independence definition includes objective measures that disqualify a director from being independent, including whether the director is an employee of the company or has engaged in various types of business dealings with the company.  These objective measures assist our board of directors in making determinations of director independence under the NASDAQ rules.  Our board of directors makes a determination regarding the independence of each director annually based on all relevant facts and circumstances.  Although a director who is not disqualified under the NASDAQ rules will be presumed to be independent (except for purposes of serving as a member of the audit committee), our board may make an affirmative determination that a director is not independent based on its review of other factors.

 

Applying these standards and the NASDAQ independence criteria, our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of the board, would interfere with the exercise of such director’s independent judgment in carrying out the responsibilities of a director.  In making these determinations, the directors reviewed and discussed information provided by the company and the directors with regard to each director’s business and personal activities as they may relate to the company and its management.

 

 

The following table presents fees for audit services and other professional services provided by KPMG LLP for fiscal years ended March 31, 2009 and 2008:

 

		2009				2008
Audit Fees		$	879,452			$	987,196
Audit-related Fees			35,000				32,500
Audit and Audit-related Fees			914,452				1,019,696
Tax Fees			3,069				3,404
All other Fees			-				–
Total Fees		$	917,521			$	1,023,100

 

For purposes of the preceding table, the professional fees are classified as follows:

 

Audit fees consist of fees for professional services provided in connection with the audit of the consolidated financial statements, the audit of internal control over financial reporting, and review of quarterly consolidated financial statements on Form 10-Q, including bankruptcy related transactions.

 

Audit-related fees relate to the audit of passenger facility charges.

 

Tax fees include fees for tax compliance.

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Audit Committee Pre-Approval Policies and Procedures

 

Consistent with SEC rules regarding auditor independence, the audit committee pre-approves all audit and permissible non-audit services provided by the independent auditors.  Prior to engaging the independent auditors, the audit committee reviews a list of audit, audit-related, and tax services that the independent auditor expects to provide during the fiscal year, as well as the proposed fees for each of these services.  The audit committee pre-approves the services and the related proposed fees if the services are compatible with maintaining the auditor’s independence.  During the year, circumstances may arise when it may become necessary to engage the independent auditors for additional services not contemplated in the initial annual proposal.  In those instances, the audit committee must pre-approve the additional services and related fees before the independent auditors may be engaged to provide the additional services.  All services KPMG LLP performed during fiscal year 2009 were approved under the audit committee’s pre-approval guidelines.

 

 

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to its annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, as of July 29, 2009.

 

	FRONTIER AIRLINES HOLDINGS, INC.
By:	/s/ SEAN E. MENKE
	Name:	Sean E. Menke
	Title:	Chief Executive Officer and Director  (Principal Executive Officer)

 

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