Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses UP in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named UP in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| John Verkamp | $401,923 | $212,104 | $9,720,000 | $0 | $269,500 | $0 | $3,808 | $10,607,335 |
| Chief Financial Officer | ||||||||
| Mark Briffa | 606,015 | 161,457 | 703,126 | 0 | 1,126,290 | 0 | 100,043 | 2,696,932 |
| Chief Sales Officer | ||||||||
| George Mattson | 625,000 | 760,000 | 0 | 0 | 490,000 | 0 | 199,510 | 2,074,510 |
| Chief Executive Officer & Director | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| John Verkamp | $10,607,335 | — | — | — |
| Mark Briffa | 2,696,932 | 2,867,580 | — | −170,648 |
| George Mattson | 2,074,510 | 1,567,560 | — | +506,950 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Mark Briffa | PSU | 2024-02-26 | — | — | 58,174 | — | $178,594 |
| Mark Briffa | PSU | 2025-02-26 | — | — | 146,485 | — | 175,782 |
| John Verkamp | PSU | 2025-03-31 | — | — | 12,000,000 | — | 9,720,000 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Mark Briffa | $0 | $354,376 | $0 | 100.0% |
| John Verkamp | 0 | 9,720,000 | 0 | 100.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Mark Briffa | PSU | 36,621 | — | $24,170 |
| George Mattson | PSU | 73,000,000 | — | 48,180,000 |
| John Verkamp | PSU | 12,000,000 | — | 7,920,000 |
| Mark Briffa | RSU | 439,454 | — | 290,040 |
| Mark Briffa | RSU | 327,598 | — | 216,215 |
| Mark Briffa | RSU | 98,169 | — | 64,787 |
| Mark Briffa | PSU | 58,174 | — | 38,395 |
| Mark Briffa | PSU | 36,622 | — | 24,171 |
| Mark Briffa | PSU | 14,544 | — | 9,599 |
| Mark Briffa | RSU | 10,547 | — | 6,961 |
Our compensation philosophy and programs are designed to support our overall business and compensation goals. The Compensation Committee sets our executive compensation philosophy and oversees our compensation and employee benefits programs, including the compensation to our NEOs.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Willis Towers Watson US LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-09 | 504,699,609 | 2,937,327 | 166,988 | 99.42% | Passed |
| 2025 | 2025-06-10 | 480,489,807 | 2,488,503 | 81,501 | 99.48% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-09 | 99.42%a |
| 2025 | 2025-06-10 | 99.48%b |
a. Approved under the standard stated in the filing — “2 and 4, which are considered "non-routine" matters, abstentions and broker non-votes will not count as votes cast and will have no effect on the voting outcomes.”.
b. Approved under the standard stated in the filing — “2, 4, 5, and 6, which are considered "non-routine" matters, abstentions and broker non-votes will not count as votes cast and will have no effect on the voting outcome.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $175,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 10,000 / 10,000 |
| Stock ownership guideline | — |
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Wheels Up Experience | 2025 | George Mattson | $625,000 | $0 | $0 | $490,000 | $2,074,510 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, John Verkamp | DEF 14A | 2026-04-24 | 0001140361-26-016576 | Section “Summary Compensation Table” · page 38. As printed: 10,607,335. Filing ↗machine: r6 · c22 · span 657431–657441 |
| 2 | Section 01, Mark Briffa | DEF 14A | 2026-04-24 | 0001140361-26-016576 | Section “Summary Compensation Table” · page 38. As printed: 2,696,932. Filing ↗machine: r8 · c22 · span 663736–663745 |
| 3 | Section 01, George Mattson | DEF 14A | 2026-04-24 | 0001140361-26-016576 | Section “Summary Compensation Table” · page 38. As printed: 2,074,510. Filing ↗machine: r3 · c22 · span 645418–645427 |
| 4 | Section 03, Mark Briffa PSU | DEF 14A | 2026-04-24 | 0001140361-26-016576 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 674619–674627 |
| 5 | Section 03, Mark Briffa PSU | DEF 14A | 2026-04-24 | 0001140361-26-016576 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 6 | Section 03, John Verkamp PSU | DEF 14A | 2026-04-24 | 0001140361-26-016576 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 655251–655260 |
| 7 | Section 06, 2026 vote | Form 8-K | 2026-06-10 | 0001628280-26-042215 | Item 5.07 · say-on-pay result. As reported: 99.42% (votes for as printed: 504,699,609). Filing ↗ |
| 8 | Section 06, 2025 vote | Form 8-K | 2025-06-11 | 0001104659-25-058543 | Item 5.07 · say-on-pay result. As reported: 99.48% (votes for as printed: 480,489,807). Filing ↗ |
| 9 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 10 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 11 | Wheels Up Experience (subject), Section 10b CEO total | DEF 14A | 2026-04-24 | 0001140361-26-016576 | CEO total compensation as printed in Wheels Up Experience's own proxy. As printed: 2,074,510. Filing ↗machine: r3 · c22 · span 645418–645427 |