🧾 What This Document Is

This is a DEF 14A Proxy Statement—essentially an invitation and information packet for Republic Airways Holdings’ upcoming annual shareholder meeting. It tells shareholders what they’ll be voting on, who’s running the company, and how executives are paid. Think of it as the company’s “annual report card” for governance.

Meeting Details:
📅 Date: May 21, 2026, at 10 a.m. Eastern Time
💻 Location: Virtual only—via www.virtualshareholdermeeting.com/RJET2026
🔍 Record Date: March 27, 2026 (you must own shares by this date to vote)

Your Vote Matters:
You can vote online, by phone, or by mail. The Board recommends voting FOR all three proposals.

🏢 What The Company Does

In simple terms: Republic Airways is a regional airline holding company. It operates flights for major carriers (like Delta, United, and American) under capacity purchase agreements. Recently, it merged with Mesa Air Group, making it one of the largest regional airlines in the U.S.

Key Business Facts:

Operates a large fleet of Embraer jets
Focus on pilot training (LIFT Academy) and fleet modernization
Post-merger, the leadership team comes primarily from Legacy Republic (the pre-merger Republic)

📋 What Shareholders Are Voting On

There are three main proposals:

Election of Directors
👉 Vote to elect 6 board members (listed below).
📌 Board recommendation: FOR all nominees.
Advisory Vote on Executive Compensation (“Say-on-Pay”)
👉 A non-binding vote on whether shareholders approve how top executives are paid.
📌 Board recommendation: FOR.
Ratification of Auditor
👉 Approve Deloitte & Touche LLP as the company’s independent accounting firm for 2026.
📌 Board recommendation: FOR.

👥 Board & Leadership: Who’s In Charge

The board provides oversight. Here’s the lineup:

Name	Role	Why They’re Nominated
David Grizzle	CEO & Chairman	Former FAA executive, airline industry veteran
Ellen N. Artist	Director	Aviation finance expert, former Mesa board member
Michael C. Lenz	Director	Former CFO of FedEx, finance specialist
Ruth L. Okediji	Director	Harvard Law professor, labor/tech law expert
Barry W. Ridings	Lead Independent Director	Retired investment banker (Lazard), M&A experience
James E. Sweetnam	Director	Former CEO of Dana Holding, manufacturing/operations

Upcoming Change:
👉 David Grizzle will step down as CEO later in 2026 and become non-executive Chairman. President Matthew Koscal is expected to become CEO.

💰 Executive Compensation: How Pay Works

Philosophy: Pay for performance—most executive pay is “at risk” (bonuses and stock) tied to company goals.

2025 Pay Mix for Named Executives:

Base Salary: 26%
Annual Cash Bonus: 22%
Long-Term Incentives (stock/RSUs): 52%

Performance Metrics Used:

Financial: Pre-tax income
Operational: On-time departures, completion factor, block hours
Strategic: Workforce development, retention initiatives

Key Named Executives & 2025 Total Compensation:

David Grizzle (CEO): $2.3 million
Matthew Koscal (President): $1.3 million
Joseph Allman (CFO): $1.1 million

Note: 2025 pay includes Legacy Republic operations pre-merger and combined company post-merger.

🔮 What’s Next: Company Direction

Leadership Transition: CEO succession planned for 2026—Koscal to take over from Grizzle.
Integration: Completing the Mesa merger integration (operational, systems, workforce).
Growth: Focus on expanding training programs and fleet efficiency.
Shareholder Engagement: Board says it will consider the “say-on-pay” vote results.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Experienced board with deep airline/finance expertise.
Clear succession plan in place.
Pay-for-performance culture aligned with shareholder interests.

⚠️ Risks:

Regional airline industry faces pilot shortages and cost pressures.
Integration of Mesa merger brings execution risk.
Heavy reliance on major airline partners for revenue.

🧠 The Analogy

Think of this as a “team owner’s meeting” for a sports franchise.
Shareholders are the team owners. They’re voting to reappoint the board (the general managers), approving the star players’ contracts (executive pay), and signing off on the stadium’s accounting firm. The CEO is the head coach—with a clear handoff planned to the assistant coach. The big merger is like two teams combining rosters; now they must build a winning culture together.

🧩 Final Takeaway

This proxy is about continuity and transition. Shareholders are asked to reelect a seasoned board, approve a performance-based pay plan, and ratify the auditor—all while the company navigates a CEO handoff post-merger. The Board’s recommendations are unanimously “FOR” on all items, signaling confidence in the current strategy and leadership pipeline.

RJET Announces CEO Succession in Proxy Statement