SEC Form DEF 14A filed by Sun Country Airlines Holdings Inc.

In 2024, we set many new records to be proud of: record revenues, record passenger volumes, and record departures. Our diversified model continues to demonstrate that not all airlines are alike. Together with our hard-working team, we again produced margins near the top of the industry – even as many of our value airline peers struggled. We are extremely proud of what we were able to accomplish and want to thank the entire Sun Country team for their dedication to our customers, our shareholders, and each other.

Our excellent, consistent performance extended across all three lines of business, including:

Looking to 2025, we know that volatile industry and macro-economic dynamics may provide challenges. We firmly believe that by leveraging the strength of our unique and diversified business model and strategic fundamentals, Sun Country is well positioned to successfully navigate these uncertain times. We have much to be excited about:

We are able to accomplish all this due to our outstanding team of nearly 3,200 Sun Country aviation professionals. Whatever the future holds, we are confident Sun Country will continue to deliver the great product and reliable performance that our customers and shareholders value. Thank you for your support.

Chief Executive Officer				Chair, Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

SUN COUNTRY AIRLINES HOLDINGS, INC.

2005 Cargo Road

Minneapolis, MN 55450

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Sun Country Airlines Holdings, Inc. (the “Company” or “Sun Country”). The Annual Meeting will be held virtually on June 11, 2025, at 9:00 a.m. Central Time. The Annual Meeting can be accessed by visiting www.proxydocs.com/SNCY where you will be able to listen to the meeting live, submit questions and vote online. The Annual Meeting is being held for the following purposes:

Holders of the Company’s common stock, par value $0.01 per share (“common stock”), of record at the close of business on April 14, 2025, are entitled to notice of, and to vote at, the Annual Meeting or any postponements or adjournments thereof.

We encourage you to access the Annual Meeting before the start time of 9:00 a.m., Central Time, on June 11, 2025, to allow ample time for online check-in. A complete list of stockholders entitled to vote at the Annual Meeting will be available upon request during ordinary business hours at the Company’s principal place of business located at 2005 Cargo Road, Minneapolis, MN 55450, from Rose Neale, Chief Legal Officer, at least 10 days before the Annual Meeting.

We will furnish proxy materials to our stockholders via the Internet to expedite stockholders’ receipt of proxy materials while lowering the cost of delivery. Accordingly, we are mailing to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access the attached proxy statement and our Annual Report on Form 10-K, for the fiscal year ended December 31, 2024, via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form.

If you have questions about the Annual Meeting, require assistance in submitting your proxy or voting your shares or need additional copies of the accompanying proxy statement or the proxy card, please contact www.investorelections.com/SNCY.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend Sun Country Airlines Holdings, Inc.’s Annual Meeting, please submit your proxy or voting instructions as soon as possible. We strongly encourage you to submit your voting instructions.

We encourage you to submit your proxy or voting instructions via the Internet, which is convenient and saves us significant postage and processing costs. For instructions on how to submit your proxy or voting instructions and how to vote your shares, please refer to the section entitled “Some Questions You May Have Regarding This Proxy Statement” beginning on page 1 of the accompanying proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING

The proxy materials and proxy statement for the Annual Meeting and the Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2024, are available on the Internet at ir.suncountry.com.

TABLE OF CONTENTS

SOME QUESTIONS YOU MAY HAVE
REGARDING THIS PROXY STATEMENT

SUN COUNTRY AIRLINES HOLDINGS, INC.

PROXY STATEMENT

Annual Meeting of Stockholders of Sun Country Airlines Holdings, Inc. to be held on June 11, 2025

Why did I receive these proxy materials?

The Board of Directors (the “Board of Directors” or “Board”) of Sun Country Airlines Holdings, Inc. (the “Company” or “Sun Country”) is soliciting proxies for our 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held virtually on June 11, 2025, at 9:00 a.m., Central Time. As a stockholder as of the close of business on April 14, 2025, which is the record date (the “Record Date”) fixed by the Board of Directors, you are invited to attend the Annual Meeting and are entitled and urged to vote your shares on the proposals described in this proxy statement. The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of Directors and our most highly-paid executive officers, and other required information. Our Annual Report on Form 10-K, for the fiscal year ended December 31, 2024 is available to review with this proxy statement. We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders on or about April 25, 2025. The Notice contains instructions on how to access this proxy statement and our Annual Report on Form 10-K, for the fiscal year ended December 31, 2024, online.

What proposals will be voted on at the Annual Meeting?

The three matters scheduled to be voted on at the Annual Meeting are:

In addition, such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof may be voted on.

How can I attend the Annual Meeting?

The Annual Meeting will be held entirely online via audio webcast to allow greater participation. You may attend, vote and submit questions at the Annual Meeting by visiting www.proxydocs.com/SNCY. If you are a stockholder of record, you will be asked to provide the control number from your Notice. If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, follow the instructions from your broker or bank to access the Annual Meeting.

The webcast of the Annual Meeting will begin promptly at 9:00 a.m. Central Time. We encourage you to access the meeting at least 15 minutes prior to the start time to allow reasonable time for the check-in procedures.

Who can vote at the Annual Meeting?

Anyone owning shares of common stock at the close of business on April 14, 2025, the Record Date for this year’s Annual Meeting, is entitled to attend and vote on all items properly presented at the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, then you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card, to vote electronically at the Annual Meeting, or by Internet or

Proxy Statement

by telephone, or, if you received paper copies of the proxy materials by mail, to vote by mail by following the instructions on the proxy card or voting instruction card.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If, at the close of business on the Record Date, your shares were held, not in your name, but rather in an account at a broker, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee regarding how to vote the shares in your account by following the voting instructions your broker, bank, or other nominee provides. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares electronically at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.

How do I vote?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote in one of the following ways:

During the Annual Meeting—go to www.proxydocs.com/SNCY.

Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are a beneficial owner of shares held of record by a broker, bank, or other nominee, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Beneficial owners of shares should generally be able to vote by returning the voting instruction card to their broker, bank, or other nominee, or by telephone or via the Internet. However, the availability of telephone or Internet voting will depend on the voting process of your broker, bank, or other nominee. As discussed above, if you are a beneficial owner, you may not vote your shares electronically at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee. Note that your broker, bank, or other nominee may have an earlier deadline for submission of votes than the deadline for holders of record.

If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can change your vote or revoke your proxy by:

Proxy Statement

Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank, or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

Who is asking me for my vote?

The Company is soliciting your proxy on behalf of the Board of Directors. The Company will bear the cost of soliciting proxies and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through its directors and employees, may solicit proxies in person, by telephone or by electronic means. Such directors and employees will not receive any special remuneration for these efforts.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board of Directors. The person named in the proxy has been designated as a proxy for the Annual Meeting by our Board of Directors. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instruction of the stockholder on such proxy. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board of Directors on the proposals as described below and, if any other matters are properly brought before the Annual Meeting, the shares will be voted in accordance with the proxy’s judgment.

What are my voting rights?

Each share of common stock is entitled to one vote on each matter properly presented at the Annual Meeting. At the close of business on April 14, 2025, the Record Date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting, there were 53,207,689 shares of common stock outstanding. A list of all record stockholders as of the Record Date will be available during ordinary business hours at the Company’s principal place of business located at 2005 Cargo Road, Minneapolis, MN 55450, from Rose Neale, Chief Legal Officer, at least 10 days before the Annual Meeting.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

Why did I receive a one-page Notice in the mail regarding the Internet Availability of Proxy Materials instead of a full printed set?

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), the Company is providing access to its proxy materials via the Internet and will not send its proxy materials via mail or electronically by email unless appropriately requested. Accordingly, the Company is mailing a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials.

Proxy Statement

Instructions on how to access the proxy materials via the Internet, to request a printed set or to request proxy materials be emailed to you may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Where can I view the proxy materials on the Internet?

The Notice provides you with instructions on how to:

You can view the proxy materials for the Annual Meeting online at www.proxypush.com/SNCY and at www.ir.suncountry.com.

What is the quorum requirement for the Annual Meeting?

A quorum is the minimum number of shares required to be present or represented at the Annual Meeting for the meeting to be properly held. The presence, represented in person or by proxy, of the holders of a majority in voting power of our outstanding common stock entitled to vote at the Annual Meeting will constitute a quorum to transact business at the Annual Meeting. Abstentions, “WITHHOLD” votes, and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairperson of the meeting may adjourn the meeting to another time or place.

What are broker non-votes?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank, or other nominee, as applicable, as to how to vote on matters deemed “non-routine” and there is at least one “routine” matter to be voted upon at the Annual Meeting. Generally, if shares are held in “street name,” the beneficial owner of the shares is entitled to give voting instructions to the broker, bank, or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank, or other nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, or other nominee votes shares on the “routine” matters but does not vote shares on the “non-routine” matters, those shares will be treated as broker non-votes with respect to the “non-routine” proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

What matters are considered “routine” and “non-routine”?

The ratification of the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2025 (Proposal No. 3) is the only “routine” matter to be brought before shareholders at the meeting. The reelection of Class I directors (Proposal No. 1) and the non-binding (advisory) vote to approve the compensation of the Company’s NEOs (Proposal No. 2), are considered “non-routine” matters.

What are the effects of abstentions and broker non-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank, or other nominee causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes “against” a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy and entitled to vote at the Annual Meeting (Proposals No. 2 and 3). However, because the outcome of Proposal No. 1 (reelection of directors) will be determined by a plurality vote, you may only vote “FOR” or “WITHHOLD” authority to vote for each of the nominees. If you “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees.

Proxy Statement

Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting. Broker non-votes will not be counted for purposes of determining the number of votes cast on a proposal because they are “not entitled to vote” on “non-routine” matters. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any of the proposals.

What is the voting requirement to approve each of the proposals?

Proposal No. 1: Reelection of Class I Directors. Directors are elected by a plurality of the votes cast (meaning that the three director nominees who receive the highest number of shares voted “FOR” their election are elected as Class I directors). You may vote (i) “FOR” for each director nominee or (ii) “WITHHOLD” for each director nominee. Because the outcome of this proposal will be determined by a plurality vote and only three persons are nominated for election, shares voted “WITHHOLD” will not prevent a director nominee from being elected as a director. Broker non-votes will not affect the outcome of voting on this proposal.

Proposal No. 2: Non-Binding (Advisory) Vote to Approve the Compensation of our Named Executive Officers. The approval, on a non-binding, advisory basis, of the compensation paid to the Company’s NEOs requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions will count towards the quorum requirement for the Annual Meeting and will have the same effect as a vote “against” the proposal. Broker non-votes will not affect the outcome of voting on this proposal.

Proposal No. 3: Ratification of Appointment of KPMG. The ratification of the appointment of KPMG requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions will count towards the quorum requirement for the Annual Meeting and will have the same effect as a vote against the proposal. Broker non-votes will also count towards the quorum requirement but will have no effect on the outcome of the vote.

Who will count the votes?

A representative of BetaNXT Inc. will tabulate the votes and act as inspector of elections.

May I vote confidentially?

Yes. Our policy is to keep your vote confidential, except as otherwise legally required, to allow for the tabulation and certification of votes and to facilitate proxy solicitation.

What if additional matters are presented at the Annual Meeting?

We do not know of any business to be considered at the Annual Meeting other than the proposals described in this proxy statement. If any other business is presented at the Annual Meeting, your properly executed proxy gives authority to Rose Neale, our Chief Legal Officer, to vote on such matters at her discretion.

Where can I find the voting results from the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K that we will file with the SEC within four business days after the date of the Annual Meeting.

How can I obtain information about the Company?

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 is available on our website at www.ir.suncountry.com. Stockholders may also obtain a free copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including the financial statements and the financial statement schedules, by visiting www.investorelections.com/SNCY, calling 1-866-648-8133, or emailing your 12 digit control number to [email protected]. Capitalized terms used in, but not defined in, this proxy statement have meanings as defined in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

PROPOSAL 1—REELECTION OF DIRECTORS

Our Board of Directors is divided into three classes. The members of each class serve staggered, three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Under the Company’s bylaws and certificate of incorporation, the Board of Directors can change the number of directors comprising the entire Board of Directors so long as the number is not less than three nor more than fifteen. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. The Board of Directors currently consists of seven directors. Our Board of Directors consisted of eight directors until April 16, 2025, at which time Mr. Dave Davis, our former Chief Financial Officer, President and former member of our Board of Directors, resigned from the Board of Directors.

All of the nominees for Class I directors are members of the current Board of Directors. If any nominee for election to the Board of Directors should be unable to accept nomination or election as a director, which is not expected, your proxy may be voted for a substitute or substitutes designated by the Board of Directors or the number of directors constituting the Board of Directors may be reduced in accordance with the Company’s certificate of incorporation and bylaws.

Required Vote

Class I directors will be elected by a plurality of the votes cast at the Annual Meeting (meaning that the three director nominees who receive the highest number of shares voted “FOR” their election are elected as Class I directors). Shares voted “WITHHOLD” will not prevent a director nominee from being elected as a director. Broker non-votes will not affect the outcome of voting on this proposal. Brokers do not have discretion to vote any uninstructed shares over the election of directors.

Certain Stockholder Rights to Nominate Directors

Under our Stockholders Agreement (as defined below), SCA Horus Holdings, LLC (the “Apollo Stockholder”), which is an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”), had the right, but not the obligation, at any time until Apollo and its affiliates, including the Apollo Stockholder, no longer beneficially owned at least 5% of our issued and outstanding common stock, to nominate a number of directors comprising a percentage of our Board of Directors in accordance with their beneficial ownership of our outstanding common stock (rounded up to the nearest whole number). As of the date of this proxy statement, Apollo has sold out of its holdings of our common stock entirely and its rights under the Stockholders Agreement have been terminated. See “Certain Relationships and Related Person Transactions—Stockholders Agreement.”

For so long as Amazon.com Services, LLC (together with affiliates, “Amazon”) holds the warrants granted to it in 2019 (the “2019 Warrants”) or any shares of common stock issued upon exercise of the 2019 Warrants and the Amended and Restated Air Transportation Services Agreement (“ATSA”) with Amazon remains in effect, Amazon will have the right to nominate a member or an observer to our Board of Directors. We refer to the director nominated by Amazon, if any, as the “Amazon Director.” As of the date of this proxy statement Amazon has not exercised its right to nominate a member or an observer to our Board of Directors.

THE BOARD OF DIRECTORS

The following table sets forth certain information about our directors as of the date of this proxy statement.

Class I Directors and Current Nominees

The term of the three Class I directors, Mr. Thomas C. Kennedy, Ms. Gail Peterson and Ms. Vogel, will expire at the Annual Meeting. They are each the only nominees for election as Class I directors at the Annual Meeting for a term that will expire at the 2028 annual meeting of stockholders and until each of their successors has been duly elected and qualified.

The Board of Directors

The Board of Directors

Class II Directors

The term of the following two Class II directors will expire at the annual meeting of stockholders in 2026.

The Board of Directors

Class III Directors

The term of the following two Class III directors will expire at the annual meeting of stockholders in 2027.

CORPORATE GOVERNANCE

Director Independence

The Nasdaq listing standards require that a majority of the Board of Directors be independent. No director qualifies as independent unless the Board of Directors affirmatively determines that the director has no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board of Directors broadly considers all relevant facts and circumstances relative to independence and considers the issue not merely from the standpoint of the director, but also from the viewpoint of persons or organizations with which the director has an affiliation. The Board of Directors has determined that Marion Blakey, Thomas C. Kennedy, Patrick O’Keeffe, Gail Peterson, Kerry Philipovitch and Jennifer Vogel are all independent directors, as such term is defined by the applicable rules and regulations of Nasdaq.

Board of Directors Leadership Structure and Board’s Role in Risk Oversight

The Board of Directors has an oversight role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board of Directors regularly reviews information regarding our credit, liquidity and operations, including the risks associated with each. Our Board of Directors is also responsible for establishing accountability for our executive officers and ensuring reasonable internal controls are in place, including processes and procedures for detecting, containing, evaluating and responding to cybersecurity incidents and to evaluate the risks related to emerging technologies, artificial intelligence and our integration of any new technology. The Board of Directors is informed of the cybersecurity threats potentially facing the Company and the Company’s prevention activities on a quarterly basis, or more frequently if needed. More information on the Company’s cybersecurity policy is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Safety Committee is responsible for overseeing the risks associated with our operations, the Compensation and Human Resources Committee is responsible for overseeing executive officer succession planning, the determination of executive officer compensation and the management of risks relating to executive compensation plans. The Compensation and Human Resources Committee also reviews the Company’s human resources policies and practices and oversees the risks related thereto. The Audit Committee oversees the management of financial risks and the Nominating and Corporate Governance Committee oversees Board of Directors succession planning and governance policy and practices. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks.

Our Board of Directors does not currently have a policy as to whether the role of Chair of our Board of Directors and the Chief Executive Officer should be separate. Our Board of Directors believes that the Company and its stockholders are best served by maintaining the flexibility to determine whether the Chair and Chief Executive Officer positions should be separated or combined at a given point in time in order to provide appropriate leadership for us as circumstances change.

The Board of Directors understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may vary based on several factors, such as a company’s size, industry, operations, history and culture. Accordingly, our Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, assesses its leadership structure in light of these factors and the current environment to achieve the optimal model for us and for our stockholders. Currently the committee and Board believe the best leadership structure for our Board is to split the position of CEO and Chair of the Board and to have an independent board member appointed as Chair.

The composition of the Board of Directors, the tenure of the directors with the Company, the overall experience of the directors and the experience that the directors have had with the Chair and the executive management team permit and encourage each member to take an active role in all discussions, and each member does actively participate in all substantive discussions. We believe that our current Board of Directors leadership structure is serving the Company well at this time.

Board of Directors Meetings and Committees

During the fiscal year ended December 31, 2024, the Board of Directors held seven (7) Board meetings and eighteen (18) regular meetings of its committees. Our Directors had a 100% attendance rate for the meetings of the Board of Directors and 100% attendance rate for the meetings of the committees on which they served.

Corporate Governance

The Board of Directors has four committees:

The Audit, Compensation and Human Resources, Nominating and Corporate Governance and Safety committees operate under written charters which are available at the Company’s website at https://ir.suncountry.com. Committee charters are also available in print upon the written request of any stockholder. Copies of the pertinent committee charters are available on request to the Secretary at the address set forth below. The current committee composition of our Board of Directors is as follows:

C = Chairperson

✓ = Member

Audit Committee

The Audit Committee held a total of four (4) meetings in 2024. Our Audit Committee consists of Thomas C. Kennedy, as chairperson, Kerry Philipovitch and Jennifer Vogel.

Our Board of Directors has determined that Mr. Kennedy qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and that each of Mr. Kennedy, Ms. Philipovitch and Ms. Vogel are independent as independence is defined in Rule 10A-3 of the Exchange Act and Nasdaq’s listing standards. The principal duties and responsibilities of our Audit Committee are as follows:

Corporate Governance

The Audit Committee also has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee held a total of six (6) meetings in 2024. Our Compensation and Human Resources Committee consists of Patrick O’Keeffe, as chairperson, Marion Blakey, Gail Peterson and Jennifer Vogel, each of whom is an independent director, as defined under the rules and regulations of Nasdaq. The principal duties and responsibilities of the Compensation and Human Resources Committee are as follows:

The Compensation and Human Resources Committee also has the authority to retain advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee held a total of four (4) meetings in 2024. Our Nominating and Corporate Governance Committee consists of Kerry Philipovitch, as chairperson, Patrick O’Keeffe and Gail Peterson, each of whom is an independent director, as defined under the rules and regulations of Nasdaq. The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows:

Corporate Governance

The Nominating and Corporate Governance Committee also has the authority to retain advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

Safety Committee

The Safety Committee held a total of four (4) meetings in 2024. Our Safety Committee consists of Marion Blakey, as chairperson, Jude Bricker and Kerry Philipovitch. The principal duties and responsibilities of the Safety Committee are as follows:

The Safety Committee also has the authority to retain advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

Compensation and Human Resources Committee Interlocks and Insider Participation

Our Compensation and Human Resources Committee consists of Patrick O’Keeffe, as chairperson, Marion Blakey, Gail Peterson and Jennifer Vogel, each of whom is an independent director, as defined under the rules and regulations of Nasdaq. None of these directors has ever served as an officer or employee of the Company. During 2024, none of the members of the Compensation and Human Resources Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. None of our executive officers served as a member of the board of directors or Compensation and Human Resources Committee, or similar committee, of any other company whose executive officer(s) served as a member of our Board of Directors or our Compensation and Human Resources Committee.

Identifying and Evaluating Candidates for the Board of Directors and Succession Planning

In considering possible candidates to serve on the Board of Directors, the Nominating and Corporate Governance Committee considers such factors as industry experience, financial and business expertise, public company service and other relevant education and background. The Committee considers the entirety of each candidate’s credentials and further reviews these in the context of the current make-up of the Board of Directors. In fulfilling its responsibilities, the Committee strives to maximize the board’s effectiveness by ensuring that the board is composed of individuals with skills and experiences that allow them to uniquely contribute to the company’s success and growth and for the full Board to leverage the individual skills and experience of each director in order to fulfill its oversight role, and support the interests of shareholders as a collective body. The Company may engage executive search firms to assist the Nominating and Corporate Governance Committee in identifying potential new directors and in the past has engaged executive search firms in identifying potential new directors.

Corporate Governance

In consultation with the Board, the Nominating and Corporate Governance Committee oversees Board of Directors succession planning. The Nominating and Corporate Governance Committee evaluates Board of Directors succession planning alternatives on an annual basis. Below is a summary of certain skills, experience and attributes that the Board considers of particular relevance:

Management Succession Planning

In consultation with the Board, the Nominating and Corporate Governance Committee and the Compensation and Human Resources Committee, alongside the Human Resources team, periodically reviews and makes recommendations to the Board regarding formal and informal policies and procedures as it deems appropriate regarding succession plans in the event of the retirement, death, incapacity, emergency or other eventuality with respect to the CEO, as well as succession plans for other senior management positions. The Company evaluates its succession planning alternatives on an annual basis.

Director Onboarding, Education & Performance Evaluations

The Board has delegated to the Nominating and Corporate Governance Committee the task of monitoring, in consultation with the Chairman of the Board and with the support of management, the orientation program for new directors and continuing training/education programs for all directors. The Company maintains a corporate membership with the National Association of Corporate Directors, which allows board members access to governance resources, educational materials, and a nationwide network of other directors. Directors are encouraged to undertake continuing training/education in areas that may be of particular relevance to the Company’s business. The Nominating and Corporate Governance Committee, in consultation with the full Board, conducts annual evaluations/assessments of the Board and respective Committees, including individual interviews and written performance feedback.

Corporate Governance

Code of Conduct and Ethics

Our Board of Directors has adopted a code of conduct and ethics that applies to all of our directors, officers and employees and is intended to comply with the relevant listing requirements for a code of conduct as well as qualify as a “code of ethics” as defined by the rules of the SEC. The code of conduct and ethics contains general guidelines for conducting our business consistent with the highest standards of business ethics. We intend to disclose future amendments to certain provisions of our code of conduct and ethics, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, and our directors, on our website at https://www.ir.suncountry.com. The code of conduct and ethics is available on our website.

Executive Sessions of Non-Management Directors

The non-management directors of the Company meet in executive sessions without management on a regular basis.

Compensation Risk Assessment

We believe that the performance goals and incentive plan structures generally established under the Company’s executive, annual and long-term incentive programs do not contribute to excessive risk-taking by our senior executives or employees. The approved goals under our incentive programs are consistent with our financial operating plans and strategies, and these programs are discussed and reviewed by the Compensation and Human Resources Committee. The Company’s compensation systems are balanced, rewarding both short-term and long-term performance, and its performance goals are team oriented, rather than individually focused, and include measurable factors and objective criteria. The Compensation and Human Resources Committee is actively engaged in setting compensation systems, monitoring those systems during the year, and using discretion in making rewards, as necessary. As a result of the procedures and practices described above, the Compensation and Human Resources Committee believes that the Company’s compensation policies and practices for its employees do not encourage risk-taking that is reasonably likely to have a material adverse effect on the Company. The Compensation and Human Resources Committee has retained Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consulting company, to advise on these matters. Meridian annually conducts a compensation risk assessment of Sun Country’s executive pay programs.

Stockholder Engagement

The Board of Directors and management routinely engage with stockholders on matters such as corporate governance, executive compensation and performance outlook, in addition to any other matters that stockholders may wish to discuss.

Communications with the Board of Directors

Stockholders and other interested parties desiring to communicate directly with the full Board of Directors, the Audit Committee, the non-management directors as a group or with any individual director or directors may do so by sending such communication in writing, addressed to the attention of the intended recipient(s), c/o Rose Neale, Chief Legal Officer, Sun Country Airlines Holdings, Inc., 2005 Cargo Road, Minneapolis, MN 55450. Interested parties may communicate anonymously and/or confidentially if they desire. All communications received that relate to accounting, internal accounting controls or auditing matters will be referred to the chairperson of the Audit Committee unless the communication is otherwise addressed. All other communications received will be forwarded to the appropriate director or directors.

Independent Director Attendance at Annual Meeting

The Company encourages all of our directors to attend each annual meeting of stockholders. Thomas C. Kennedy, Marion Blakey, Patrick O’Keeffe, Gail Peterson, Kerry Philipovitch, and Jennifer Vogel each attended the 2024 annual meeting of stockholders.

EXECUTIVE OFFICERS

The names of the current executive officers of the Company (and their respective ages as of the date of this proxy statement) are set forth below.

In April 2025, we announced that Mr. Dave Davis, our former President and Chief Financial Officer and former member of our Board of Directors, had resigned from his position as President and Chief Financial Officer and as a member the Board of Directors, effective as of April 16, 2025. We also announced that Mr. Gregory Mays, our former Chief Operating Officer, resigned from his position as Chief Operating Officer effective as of April 17, 2025, but will remain an employee of the Company for a period of time thereafter, to assist in the transition of his duties and responsibilities. The departures of Messrs. Davis and Mays were unrelated, with each of them deciding to pursue their own respective opportunities. The Company has implemented a transition plan related to these departures as part of a broader transition in its executive leadership team roles/responsibilities.

In connection with Mr. Davis’ departure, our Board of Directors appointed Mr. Bill Trousdale to serve as interim Chief Financial Officer while the Company undertakes a search process to identify a permanent Chief Financial Officer.

Executive Officers

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This section explains our executive compensation philosophy, objectives, and design; our compensation governance; our compensation-setting process; our executive compensation program elements; and the decisions made in 2024 with respect to the compensation of each of our NEOs. Our NEOs for 2024, who appear in the section entitled Summary Compensation Table below, are:

In April of 2025, the Company announced changes to certain of our executive leadership team members. Mr. Dave Davis, our former President and Chief Financial Officer and former member of our Board of Directors, resigned from his position as President and Chief Financial Officer and as a member the Board of Directors, effective as of April 16, 2025. Mr. Gregory Mays, our former Chief Operating Officer, resigned from his position as Chief Operating Officer effective as of April 17, 2025, but will remain an employee of the Company for a period of time thereafter, to assist in the transition of his duties and responsibilities. The departures of Messrs. Davis and Mays were unrelated, with each of them deciding to pursue their own respective opportunities. The Company has implemented a transition plan related to these departures as part of a broader transition in its executive leadership team roles/responsibilities.

In connection with Mr. Davis’ departure, our Board of Directors appointed Mr. Bill Trousdale to serve as interim Chief Financial Officer while the Company undertakes a search process to identify a permanent Chief Financial Officer.

2024 Performance Highlights

Fiscal year 2024 proved to be another year of milestones and growth initiatives for the Company. As described in more detail in this “Compensation Discussion & Analysis,” the Compensation and Human Resources Committee designs and implements performance-based incentive compensation programs that are intended to align executives’ interests with those of our stockholders and support our financial and operational growth strategies and achievements. We believe that our executive compensation program incentivizes the Company’s executive officers to focus on continued growth, operational, and financial achievements. Specifically, the Company achieved the following performance and operational milestones during 2024:

2024 Compensation Overview

During 2024, the Compensation and Human Resources Committee, based on the recommendations and insight provided by Meridian, implemented a new long-term incentive program (“LTI”) consisting of both time-based

Executive Compensation

restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), which was approved during 2023 as part of the Compensation and Human Resources Committee’s holistic review of the Company’s compensation programs. This new LTI program reflects the fact that the prior LTI program was largely designed to incentivize alignment with the Company’s major private equity shareholder, in the form of performance-based options tied to returns of that private equity shareholder. These performance-based options fully vested during 2023, and the Compensation and Human Resources Committee recognized that as the Company continues to mature, it was important to develop and design a new long-term incentive program that would be better aligned with the business goals and objectives of a more steady-state public company and its stockholders. Going forward, the Compensation and Human Resources Committee believes it is important to align our executive compensation programs with stockholders through the use of performance-based annual and LTI awards.

As described in more detail in this “Compensation Discussion & Analysis”, certain elements of 2024 compensation reflect decisions made by the Compensation and Human Resources Committee in connection with the holistic review undertaken during 2023 and reflect the Compensation and Human Resources Committee’s ongoing efforts to maximize the alignment between executive pay and company performance. Each of the main elements of 2024 compensation and why the Company chooses to pay those elements of compensation are described in more detail below.

“Best Practices” in Compensation Governance

Executive Compensation Objectives, Philosophy, and Design

Objectives. The Company’s goal for its executive compensation program is to utilize a pay-for-performance compensation program that is directly related to achievement of the Company’s financial and strategic objectives. This program is designed to:

Philosophy. As we continue our transition to a more steady-state public company, our compensation philosophy reflects an overall goal that pay incentives should be designed to both appropriately motivate key executive talent and promote retention, while also aligning with the longer-term interests of our shareholders more generally.

Design. Our executive compensation program is designed to appropriately balance fixed compensation elements with variable compensation elements. It is intended to create both short-term and long-term

Executive Compensation

compensation opportunities to complement the expectations that executive officers must focus on performance of the business over both time horizons.

Compensation-Setting Process

Role of Our Compensation and Human Resources Committee. The Compensation and Human Resources Committee is responsible for overseeing all aspects of our executive compensation program, including executive salaries, payouts under our bonus plan, the size and structure of equity awards, and executive perquisites. The Compensation and Human Resources Committee is solely responsible for determining the compensation of our CEO and reviews and approves the compensation of our other executive officers. For more information regarding the responsibilities of the Compensation and Human Resources Committee, see the section entitled “Corporate Governance.”

Role of Management. In setting compensation for 2024, our Chief Executive Officer and President & Chief Financial Officer provided their views to the Compensation and Human Resources Committee on how to implement our compensation philosophy through our executive compensation program and attended meetings of the Compensation and Human Resources Committee. Our CEO made recommendations to the Compensation and Human Resources Committee regarding compensation for our executive officers, other than for himself, because of his oversight and daily involvement with our executive team. No executive officer participated in or was present during the final deliberations or determinations regarding his or her own compensation package.

Our management team and the Compensation and Human Resources Committee each play a role in evaluating and mitigating any risk that may exist relating to our compensation plans, practices, and policies for all employees, including our NEOs, as further described in the section entitled “Corporate Governance—Compensation Risk Assessment” above.

Role of Compensation Consultant. Pursuant to its charter, the Compensation and Human Resources Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. During 2024, the Compensation and Human Resources Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. Meridian assisted the Compensation and Human Resources Committee in providing advice, reports and recommendations relating to pay levels, performance goals and LTI design. Meridian also attends meetings of the Compensation and Human Resources Committee by invitation. The Compensation and Human Resources Committee evaluates annually Meridian’s independence from management, taking into consideration all relevant factors, including the six independence factors specified in the Nasdaq listing rules and applicable SEC requirements. The Compensation and Human Resources Committee reviewed the independence of Meridian and concluded that Meridian is independent and that its work for the Compensation and Human Resources Committee does not raise any conflicts of interest.

Use of Comparative Market Data. We aim to compensate our executive officers at levels that are commensurate with the most competitive levels of compensation for executives in similar positions at the group of publicly-traded peer companies set forth below, with whom we compete for hiring and retaining executive talent (our “Peer Group”). In making compensation decisions, the Compensation and Human Resources Committee also considers the scope of responsibility and tenure of each executive officer, the unvested balances of equity awards held by each executive officer, as well as the Compensation and Human Resources Committee’s assessment of each executive officer’s performance and impact on the organization. In determining 2024 compensation, the Compensation and Human Resources Committee did not use a set formula or other specific criteria for taking into account these different factors.

We analyze market data for executive compensation at least annually using the most relevant published survey sources, information available from public filings, and input from Meridian. Management and Meridian provided the Compensation and Human Resources Committee with both cash and equity compensation data for our Peer Group. With input from Meridian, the Compensation and Human Resources Committee considered the following selection criteria to identify the peer group:

Executive Compensation

Using these factors, the Peer Group used for setting 2024 compensation consisted of the following eight companies:

In 2024, the Compensation and Human Resources Committee reviewed our executive compensation against this Peer Group to ensure that our executive officer compensation was competitive and sufficient to recruit and retain our executive officers, and to ensure compensation pay levels were generally aligned with market. The Compensation and Human Resources Committee determined that this was a reasonable and appropriate peer group, taking into account the fact that the airline industry is highly competitive and there are a limited number of comparable airlines that are publicly traded. Therefore, in order to select a peer group of companies that is reasonable and appropriate for our business, the Compensation and Human Resources Committee focused on selecting publicly traded airlines consisting of “low fare” or cargo air carriers, in order to appropriately compare to our scheduled, charter, and cargo businesses. The Compensation and Human Resources Committee set target total direct compensation levels for 2024 that were generally within a competitive range of the market median, with consideration of other factors including individual and Company performance, retention, scope of role, and internal equity.

The Compensation and Human Resources Committee expects to periodically review and update our Peer Group and the underlying criteria as our business and market environment continue to evolve.

2024 Say on Pay Voting Results

At our 2024 annual meeting of stockholders, stockholders were able to cast a non-binding, advisory vote to approve the 2024 compensation of our 2024 NEOs. The holders of approximately 95% of the shares of common stock present and entitled to vote at the 2024 annual meeting voted “for” approval of the compensation of the 2024 NEOs. The Compensation and Human Resources Committee considered this a good outcome and took these results into consideration when designing the compensation of the NEOs for 2025. The Compensation and Human Resources Committee intends to review and consider the results of the say on pay vote to be held at the 2025 annual meeting when making compensation decisions going forward. At the 2024 annual meeting of stockholders, stockholders were also able to cast a non-binding, advisory vote on the frequency with which say on pay votes should be held, with “every 1 year” receiving the most votes. In light of the voting results on this advisory vote, and consistent with its recommendation to the Company’s stockholders, the Company’s Board determined that the Company will hold an advisory vote to approve the compensation of the Company’s NEOs every year. The next say on frequency vote will occur at the 2030 annual meeting of stockholders.

Elements of Executive Compensation

Our executive officer compensation package for 2024 generally consisted of the following three elements:

We believe that our compensation mix supports our objective of focusing on at-risk compensation having significant financial upside based on our performance relative to Company operational and financial goals. We

Executive Compensation

expect to continue to emphasize equity awards because of the direct link that equity compensation provides between long-term shareholder interests and the interests of our executive officers, thereby motivating our executive officers to focus on increasing our value over the long term. We believe that a compensation mix that emphasizes elements of compensation that are “at risk”, meaning that the amount actually paid to the executive in respect of compensation element(s) is dependent on performance outcomes, such as operational goals or our stock price, enhances stockholder alignment. As illustrated in the charts below, the majority of our CEO’s, and the average of our other NEOs’, compensation consists of compensation elements that are at-risk.

CEO COMPENSATION PAY MIX

AVERAGE OF OTHER NEOS’ COMPENSATION PAY MIX

At-risk compensation consists of our performance-based annual bonus, time-based restricted stock units and performance-based restricted stock units. Fixed compensation consists of annual base salary. For purposes of the charts above, the value of each compensation element is based on the “target” value for 2024.

Base Salary. The Compensation and Human Resources Committee believes base salaries are a necessary element of compensation in order to attract and retain highly qualified executive officers. The Compensation and Human Resources Committee reviews the base salaries of our executive officers at least annually and may adjust them from time to time, if needed, to reflect changes in market conditions or other factors.

During 2024, the Compensation and Human Resources Committee did not approve any base salary increases for the NEOs. During 2023, the Compensation and Human Resources Committee approved salary adjustments for the NEOs in order to provide market competitive compensation opportunities as the Company transitions

Executive Compensation

from a newly-public company to a more independent, steady-state public company, and those adjusted base salary levels remained in effect through December 31, 2024.

Cash Bonuses. Our annual cash bonus program for 2024 was designed to deliver variable cash incentives, payable annually, that are designed to motivate our executive officers to focus on Company priorities and to reward them for performance achievements tied to financial and operational goals. In 2024, individual target bonus percentages for each NEO were established as a percentage of such executive’s base salary. During 2023, in connection with the Compensation and Human Resources Committee’s holistic review of the executive officers’ pay levels, the Compensation and Human Resources Committee reduced each executive officer’s target annual bonus percentage in order to ensure that short-term cash compensation levels and overall pay mix were being set within the market range of our peers, and those target annual bonus percentages remained in effect through December 31, 2024.

Under the 2024 bonus program, our adjusted EBT must be positive in order for any portion based on corporate performance metrics to be earned. The performance metrics established for 2024 annual bonuses are illustrated in the chart below. For each of the performance metrics listed below, the Compensation and Human Resources Committee established threshold, target and maximum levels of performance, which correspond to the bonus program being earned at 25%, 100% and 175%, respectively.

Executive Compensation

The Compensation and Human Resources Committee determined that the 2024 bonus metrics described above were appropriate given that each of these metrics drives key aspects of our operational and financial performance:

This resulted in an overall payout percentage of 98.5% of the overall target award, equating to the below individual payout amounts, which amounts are reflected in the Summary Compensation Table in the “Non-Equity Incentive Plan” column:

Equity Compensation. We use equity compensation to align our executive officers’ financial interests with those of our stockholders, to attract industry leaders of the highest caliber, and to retain them for the long term. In January 2024, the Compensation and Human Resources Committee approved a 2024 LTI program consisting of both RSUs and PSUs. The introduction of PSUs to the LTI program reflects the Compensation and Human Resources Committee’s intention to continuously update our existing compensation programs to reflect the growth of our business and continued transition to a more mature organization. Because the ultimate value realized from the vesting and settlement of RSUs is directly tied to our stock price, time-based RSUs are intended to provide both retention over a longer-term time period while also delivering direct alignment with stockholder interests. PSUs are designed to incentivize the achievement of long-term operational goals in order to align our NEOs’ performance with the long-term goals that are intended to enhance stockholder value over time.

For the 2024 PSUs, the Compensation and Human Resources Committee approved the following performance metrics: Adjusted EPS (weighted at 50%) and Relative Adjusted Pre-Tax Margin Ranking (weighted at 50%). The goals (i.e., threshold, target and maximum levels of performance) were established at the beginning of 2024 for all of the relevant performance periods. Mr. Bricker and Mr. Davis received 60% of their 2024 LTI grant in the form of

Executive Compensation

PSUs and 40% in the form of time-based RSUs, while the other NEOs received 25% in the form of PSUs and 75% in the form of time-based RSUs. The Compensation and Human Resources Committee also approved a “phase in” schedule for future PSU awards for executive officers (other than Mr. Bricker, who will continue to receive at least a 60%/40% split), which would provide that such executive officers’ LTI award for 2025 would be 37% in the form of PSUs and 63% in the form of time-based RSUs, with a split of 50%/50% being phased in by 2026.

During 2024, the Compensation and Human Resources Committee granted RSUs to the NEOs having the grant date values shown in the table below:

RSUs generally vest over a three-year period on an annual basis, subject to continued employment on the applicable vesting dates. The PSUs subject to the Adjusted EPS goal (the “EPS PSUs”) are eligible to be earned based on achievement of the Adjusted EPS performance targets established for each of the three separately-measured annual performance years (2024, 2025 and 2026) included in a total three-year performance period ending on December 31, 2026. At the end of the each annual performance year, the Compensation and Human Resources Committee will determine the level at which the applicable Adjusted EPS target has been achieved, and the corresponding number of EPS PSUs that are determined to have been earned will remain eligible to vest following the end of the total three-year performance period after the time at which the Compensation and Human Resources Committee determines performance, but in no event later than March 15, 2027, subject to the NEO’s continued employment with the Company through such date. The PSUs subject to the Relative Adjusted Pre-Tax Margin Ranking goal (the “Margin PSUs”) are eligible to be earned based on cumulative achievement of the applicable performance target measured over the total three-year performance period ending on December 31, 2026. Margin PSUs that are determined to have been earned will remain eligible to vest following the end of the three-year performance period after the time at which the Compensation and Human Resources Committee determines performance, but in no event later than March 15, 2027, subject to the NEO’s continued employment with the Company through such date.

For each of the Relative Adjusted Pre-Tax Margin Ranking goal and Adjusted EPS goal, the Compensation and Human Resources Committee established threshold, target and maximum levels of performance, which correspond to PSUs being earned at 50%, 100% and 150%, respectively, with linear interpolation between points. If the results are below threshold level, the applicable portion of the PSUs will be earned at 0%. The performance targets and corresponding payout levels are illustrated in the tables below:

Adjusted EPS Goal