Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-10

Wheels Up Experience (UP)

CEO George Mattson was paid $2,074,510 in fiscal year 2025, ↑ up 32.3% from fiscal year 2024 (SEC filing 0001140361-26-016576 ↗): 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.

$10,607,335
John Verkamp total, FY2025
Chief Financial Officer — highest-paid officer; CEO George Mattson: $2,074,510
—
CEO (George Mattson) pay percentile vs peers
—
CEO-to-median pay ratio
99.42%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- George Mattson (Chief Executive Officer & Director), FY2025 total compensation $2,074,510 (base salary $625,000) [exec_comp, SEC accession 0001140361-26-016576, filed 2026-04-24]

Answered within 24 hours, every figure cited to its SEC filing. If our database cannot answer your question, you are refunded automatically.

UP's next annual pay disclosure, estimated April 24, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
John Verkamp$401,923$212,104$9,720,000$0$269,500$0$3,808$10,607,335
Chief Financial Officer
Mark Briffa606,015161,457703,12601,126,2900100,0432,696,932
Chief Sales Officer
George Mattson625,000760,00000490,0000199,5102,074,510
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
John Verkamp$10,607,335———
Mark Briffa2,696,9322,867,580—↓ −170,648
George Mattson2,074,5101,567,560—↑ +506,950

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against UP
2 companies name UP as a compensation peer

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.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Adam CantorIndependent Director—
Adam ZirkinChair of the Board—
Alain BellemareIndependent Director—
Andrew DavisIndependent Director—
Daniel JankiDirector—
Dwight JamesIndependent Director—
Thomas KleinIndependent Director—
Timothy ArmstrongIndependent Director$301,117
Zachary LazarIndependent Director—
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Mark BriffaPSU2024-02-26——58,174—$178,594
John VerkampPSU2025-03-31——12,000,000—9,720,000
Mark BriffaPSU2025-02-26——146,485—175,782
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Mark Briffa$0$354,376$0100.0%
John Verkamp09,720,0000100.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Mark BriffaPSU36,622—$24,171
Mark BriffaRSU98,169—64,787
Mark BriffaPSU58,174—38,395
George MattsonPSU73,000,000—48,180,000
John VerkampPSU12,000,000—7,920,000
Mark BriffaRSU10,547—6,961
Mark BriffaRSU439,454—290,040
Mark BriffaRSU327,598—216,215
Mark BriffaPSU36,621—24,170
Mark BriffaPSU14,544—9,599
05

Incentive-plan design — the Compensation Discussion & Analysis

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 consultantWillis Towers Watson US LLC
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-09504,699,6092,937,327166,98899.42%Passed
20252025-06-10480,489,8072,488,50381,50199.48%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-0999.42%a
20252025-06-1099.48%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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Gregory SummeIndependent · Compensation · Audit$62,500$175,001$0—$77,054$314,554
Timothy ArmstrongIndependent · Nominating & ESG · Audit · NESG Committee · Not standing for re-election50,000175,0010—76,116301,117
Lee MoakIndependent · Safety & Security · Audit · NESG Committee70,000175,0010—35,786280,786
Alain BellemareIndependent · Safety & Security000—00
Zachary LazarIndependent · Compensation000—00
George MattsonEmployee director—————0
Thomas KleinIndependent · Nominating & ESG (Chair) · NESG Committee000—00
Adam ZirkinIndependent · Board Chair · Safety & Security · Compensation000—00
Daniel JankiNot independent000—00
Adam CantorIndependent · Nominating & ESG · NESG Committee000—00
Dwight JamesIndependent000—00
Andrew DavisIndependent · Audit (Chair)000—00
Roger FarahIndependent · Newly elected——————
09

Board fee structure and ownership guideline

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—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$182,500
Equity awards (grant-date value)$525,003
All other compensation$188,956
Total cost of the board$896,459

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Number of Shares of
10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Wheels Up Experience2025George 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.

10d

Frequently asked questions

Who was the highest-paid executive at Wheels Up Experience in fiscal 2025?
As disclosed, John Verkamp (Chief Financial Officer) was the highest-paid executive at Wheels Up Experience in fiscal 2025, with total compensation of $10,607,335.
How did shareholders vote on Wheels Up Experience's executive compensation?
As disclosed, 99.42% of shareholders supported Wheels Up Experience's executive compensation in the latest say-on-pay vote.
How much does Wheels Up Experience spend in total on board compensation for fiscal 2025?
As disclosed, Wheels Up Experience reported total board compensation of $896,459 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, John VerkampDEF 14A2026-04-240001140361-26-016576Section “Summary Compensation Table” · page 38. As printed: 10,607,335. Filing ↗machine: r6 · c22 · span 657431–657441
2Section 01, Mark BriffaDEF 14A2026-04-240001140361-26-016576Section “Summary Compensation Table” · page 38. As printed: 2,696,932. Filing ↗machine: r8 · c22 · span 663736–663745
3Section 01, George MattsonDEF 14A2026-04-240001140361-26-016576Section “Summary Compensation Table” · page 38. As printed: 2,074,510. Filing ↗machine: r3 · c22 · span 645418–645427
4Section 03, Mark Briffa PSUDEF 14A2026-04-240001140361-26-016576Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 674619–674627
5Section 03, John Verkamp PSUDEF 14A2026-04-240001140361-26-016576Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 655251–655260
6Section 03, Mark Briffa PSUDEF 14A2026-04-240001140361-26-016576Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
7Section 08, Gregory SummeDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: 314,554. Filing ↗machine: span 556952–557130
8Section 08, Timothy ArmstrongDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: 301,117. Filing ↗machine: span 525691–525870
9Section 08, Lee MoakDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: 280,786. Filing ↗machine: span 554166–554352
10Section 08, Alain BellemareDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: 0. Filing ↗
11Section 08, Zachary LazarDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: 0. Filing ↗
12Section 08, George MattsonDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: 0. Filing ↗
13Section 08, Thomas KleinDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: 0. Filing ↗
14Section 08, Adam ZirkinDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: 0. Filing ↗
15Section 08, Daniel JankiDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: 0. Filing ↗
16Section 08, Adam CantorDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: 0. Filing ↗
17Section 08, Dwight JamesDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: 0. Filing ↗
18Section 08, Andrew DavisDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: 0. Filing ↗
19Section 08, Roger FarahDEF 14A2026-04-240001140361-26-016576Section “Director Compensation”. As printed: —. Filing ↗
20Section 06, 2026 voteForm 8-K2026-06-100001628280-26-042215Item 5.07 · say-on-pay result. As reported: 99.42% (votes for as printed: 504,699,609). Filing ↗
21Section 06, 2025 voteForm 8-K2025-06-110001104659-25-058543Item 5.07 · say-on-pay result. As reported: 99.48% (votes for as printed: 480,489,807). Filing ↗
22Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
23Section 03b vehicle mix (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
24Section 09b board cost (computed)Computed——Cash 182,500 + equity 525,003 + all other 188,956 = 896,459, summed across the director compensation table rows.machine: formula: Σ = 896,459
25Wheels Up Experience (subject), Section 10b CEO totalDEF 14A2026-04-240001140361-26-016576CEO total compensation as printed in Wheels Up Experience's own proxy. As printed: 2,074,510. Filing ↗machine: r3 · c22 · span 645418–645427