Wheels Up Experience Inc. appointed George N. Mattson as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


(b)&(c) On September 14, 2023, the Company announced that the Board of Directors of the Company appointed George N. Mattson to serve as Chief Executive Officer of Wheels Up Partners LLC, an indirect subsidiary of the Company ("WUP"), and the principal executive officer of the Company. Mr. Mattson is expected to join the Company in early October 2023. Todd Smith, who has been serving as WUP's interim Chief Executive Officer and Chief Financial Officer since May 9, 2023, will continue to serve as the Company's interim Chief Executive Officer and principal executive officer until Mr. Mattson first date of employment. Thereafter, Mr. Smith will continue to serve as WUP's Chief Financial Officer and the Company's principal financial officer and principal accounting officer.


George N. Mattson, age 57, currently serves as President of Star Mountain Capital, a specialized private investment firm, a role that he has held since February 2023 and anticipates stepping down from prior to beginning employment with Wheels Up. Prior to joining Star Mountain Capital, Mr. Mattson was a private investor and corporate board member from 2012 to February 2023. Prior to his years as a private investor, Mr. Mattson held various positions at Goldman, Sachs & Co. from 1994 to 2012, including most recently as a partner and co-head of the Global Industrials Group in Investment Banking from 2002 to 2012, and prior to that time, held various sales and marketing positions at IBM Corp. from 1987 to 1993. Mr. Mattson has also served as a director of Delta Air Lines, Inc. (NYSE: DAL) since October 2012, and Xos, Inc. since August 2021. He formerly served as a director of Virgin Galactic Holdings, Inc. (NYSE: SPCE) from October 2019 to June 2023, Virgin Orbit Holdings, Inc. from December 2021 to August 2023, NextGen Acquisition Corp II from January 2021 to December 2021, NextGen Acquisition Corp from July 2020 to August 2021, and Air France-KLM S.A. (PAR: AF) from 2017 until 2021. Mr. Mattson holds a Bachelor of Science degree in Electrical Engineering from Duke University and Master of Business Administration degree from the Wharton School of the University of Pennsylvania.


There are no family relationships between Mr. Mattson and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company and there are no arrangements or understandings between Mr. Mattson and any other person pursuant to which he was selected as Chief Executive Officer of WUP and the principal executive officer of the Company. Mr. Mattson holds equity interests in and serves as Chairman of the Board of Managers of Tropic Ocean Investors LLC ("Tropic Ocean"), which owns Tropic Ocean Airways, an amphibious airline and leading provider of last-mile private charter and scheduled service in Florida, the Northeastern U.S., the Bahamas and the Caribbean. The Company, through its indirect subsidiary, owns approximately 14.56% of Tropic Ocean and has also entered into a multiyear commercial cooperation agreement (the "CCA") with Tropic Ocean. Total payments to Tropic Ocean under the CCA since January 1, 2022 were approximately $249,800 and consist of payments to Tropic Ocean as a third-party operator for Wheels Up member flights. Because Mr. Mattson holds an equity interest in Tropic Ocean in excess of the threshold identified under the applicable rules of the SEC, the amount of his interest in these transactions may be deemed to be approximately $249,800. Otherwise, there are no transactions in which Mr. Mattson has an interest requiring disclosure under Item 404(a) of Regulation S-K.


The details of Mr. Mattson's compensation in connection with his appointment as Chief Executive Officer will be determined by the Compensation Committee of the Board of Directors at a later date.