Sun Country Airlines (SNCY) Proxy Filing summary

Executive summary

• Achieved record revenues, passenger volumes, and departures in 2024, with over $1.075 billion in revenue and approximately 5 million passengers flown.

• Expanded cargo operations with Amazon, increasing contracted aircraft from 12 to 20 by 2025, with agreement extended through 2030 and options to 2037.

• Launched a new mobile app and enhanced loyalty program, transitioning the cobranded credit card to Synchrony.

• Recognized as 2024 Low Cost Carrier of the Year and received the 2025 Airline Industry Achievement Market Leader Award.

• Leadership transitions included the resignation of the President/CFO and COO in April 2025, with interim appointments and a transition plan in place.

Voting matters and shareholder proposals

• Shareholders will vote to reelect three Class I directors for three-year terms, approve executive compensation on an advisory basis, and ratify KPMG as the independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 annual meeting by December 26, 2025.

Board of directors and corporate governance

• Board consists of seven directors divided into three staggered classes, with a majority deemed independent under Nasdaq rules.

• Board leadership is currently split between an independent Chair and the CEO.

• Four standing committees: Audit, Compensation and Human Resources, Nominating and Corporate Governance, and Safety, each with defined oversight roles.

• 100% attendance at board and committee meetings in 2024.

• Board succession planning, director onboarding, and annual performance evaluations are in place.