Frontier Airlines 2004 Annual Report Download - page 68

Audit Committee
We have established an audit committee. The audit committee reviews our internal accounting procedures and considers and reports to the board of directors with respect to other
auditing and accounting matters, including the selection of our independent auditors, the scope of annual audits, fees to be paid to our independent auditors and the performance of our
independent auditors. Our audit committee consists of Messrs. Cohen, Plaumann and Landesman, all of whom are independent within the meaning of the Nasdaq corporate governance and SEC
rules. Our Board of Directors has determined that at least one person serving on the Audit Committee is an “ audit committee financial expert ” as defined under Item 401(h) of SEC Regulation S -
K. Mark Plaumann, the Chair of the Audit Committee, is an “ audit committee financial expert ” and is independent as defined under applicable SEC and Nasdaq rules.
Code of Ethics
We have adopted a Code of Ethics within the meaning of Item 406(b) of SEC Regulation S - K. This Code of Ethics applies to our principal executive officer, principal financial officer
and principal accounting officer. This Code of Ethics is publicly available on our website at republic - airways.net . If we make substantive amendments to this Code of Ethics or grant any waiver,
including any implicit waiver, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8 - K within four days of such amendment or waiver.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ), requires that Company ’ s executive officers and directors, and person who beneficially own
more than ten percent of the Company ’ s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC and the National Association of Securities Dealers,
Inc. Executive officers, directors, and greater than ten percent beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based
upon a review of the copies of such forms furnished to the Company and written representations from the Company ’ s executive officers, directors and greater, we believe that during fiscal 2004
all Section 16(a) filing requirements applicable to its executive officers, directors and greater than ten percent beneficial owners were complied with.
ITEM 11. EXECUTIVE COMPENSATION
We currently have nine members on our board of directors. Each of our directors holds office until his or her successor is duly elected and qualified or until his or her resignation or
removal, if earlier, as provided in our by - laws. No family relationship exists among any of the directors or executive officers.
Executive Compensation
The following table sets forth certain summary information with respect to compensation we paid in 2004 and 2003 to our Chief Executive Officer and our other executive officers.
___________
(1) Consists of matching payments made under our 401(k) plan and in 2004, for Messrs. Cooper and Heller, and cash incentives for entering into their respective employment contract
amendments in the amount of $350,000 and $170,000, respectively.
Name and position
Year
Salary
Bonus
All Other
Compensation(1)
Long Term
Compensation
Number of
Options Granted
Bryan K. Bedford
Chairman, President &
Chief Executive Officer
2004
2003
$
340,000
324,308
$
463,000
360,000
$
4,500
4,000
518,100
0
Robert H. Cooper
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
2004
2003
175,000
175,000
230,000
250,000
354,115
3,750
255,960
0
Wayne C. Heller
Executive Vice President, Chief Operating Officer of Chautauqua
2004
2003
170,000
140,000
210,000
225,000
174,080
3,500
194,160
0
58