Republic Airways Holdings Leadership

Origin — November 25, 2025 all-stock merger of Republic into the Mesa Air Group NASDAQ shell

The corporation that today trades as Republic Airways Holdings Inc. on NASDAQ under ticker RJET is structurally the surviving entity of the November 25, 2025 all-stock merger between Legacy Republic Airways Holdings (private since the April 2017 emergence from Chapter 11) and Mesa Air Group, Inc. (NASDAQ: MESA). Mesa was the surviving SEC registrant; Mesa was renamed to Republic Airways Holdings Inc. effective the merger close, converted from a Nevada to a Delaware corporation on the same date, and executed a 15-for-1 reverse stock split immediately before close. Legacy Republic stockholders received the bulk of the combined entity's shares; the operating airline is Legacy Republic, with Mesa Airlines continuing as a wholly-owned subsidiary brand.

The merger was announced via Mesa's April 7, 2025 8-K (signed April 4, 2025) and approved by Mesa stockholders November 17, 2025. Closing on November 25, 2025 brought every Legacy Republic operating asset under the Mesa-shell SEC registrant; Republic's CIK 0000810332 is the same identifier that read as Mesa Air Group, Inc. through November 24, 2025. (Mesa originally filed under SIC 4512 with state-of-inc. Nevada through 2025-11-24; the post-merger entity is Delaware.)

CEO transition history

Republic Airways Holdings has had three CEOs in roughly a year — the most consequential governance event in the post-merger entity's brief life. The current officeholder, Matthew J. Koscal, became President and Chief Executive Officer on June 15, 2026, succeeding David Grizzle, who resumed the role of non-executive Chair of the Board the same date (per the April 28, 2026 8-K). The earlier CEO, Bryan Bedford, was confirmed by the U.S. Senate as Administrator of the Federal Aviation Administration on July 9, 2025 (53–43 vote) and remains in that role.

Current executive officers

Five executive officers following the June 15, 2026 CEO transition, all from Legacy Republic; every pre-merger Mesa officer (CEO Jonathan Ornstein, CFO Mike Lotz, GC Brian Gillman) resigned at closing. Matt Koscal became President and Chief Executive Officer on June 15, 2026; David Grizzle stepped down as CEO the same date and now serves as non-executive Chair of the Board (a director role, not an executive-officer role — see the board section). Ages and titles per the November 25, 2025 merger-completion 8-K (Item 5.02 disclosure of post-merger officer reconstitution), the 2026 DEF 14A proxy statement, the April 28, 2026 CEO-succession 8-K, and the June 17, 2026 8-K (Koscal directorship; Allman and Kinstedt promoted to Executive Vice President effective June 15, 2026). Click any row for the bio detail.

Five executive officers following the June 15, 2026 CEO transition (David Grizzle stepped down as CEO that date and now serves as non-executive Chair, a director-only role). All came from Legacy Republic; every pre-merger Mesa-side officer departed at closing (see Notable departures). The 2026 DEF 14A named Grizzle, Koscal, Allman, Kinstedt, and Pulley as the Named Executive Officers (NEOs) for compensation-discussion purposes; Hornback is named as PAO but not as an NEO.

Board of directors — annually-elected, seven seats after Koscal joined on June 15, 2026

Seven directors as of the November 25, 2025 merger close (six from Legacy Republic plus Ellen N. Artist, the only continuing Mesa-side director, on the Mesa Board since 2011). Five Mesa-side directors departed at closing (Mitchell I. Gordon, Dana J. Lockhart, Jonathan G. Ornstein, Harvey W. Schiller, Spyridon P. Skiados; see Notable departures).

At the May 21, 2026 Annual Meeting (8-K Item 5.07, filed May 26, 2026), stockholders re-elected the six remaining directors — Ellen N. Artist, David Grizzle, Michael C. Lenz, Ruth Okediji, Barry W. Ridings, and James E. Sweetnam — each to a one-year term expiring at the 2027 Annual Meeting. Glenn S. Johnson (Audit Committee chair and audit-committee financial expert since the merger close, who announced his retirement on April 8, 2026) did not stand for re-election and left the board at the meeting, temporarily reducing the board to six seats. The board returned to seven seats on June 15, 2026 when Matthew Koscal joined as a director, alongside assuming the CEO role (per the April 28, 2026 8-K).

Following the Annual Meeting, the board appointed Michael C. Lenz as Chair of the Audit Committee (succeeding Johnson) and added Ellen N. Artist to the Audit Committee — the committee succession the 2026 proxy had anticipated would take effect subject to the directors' re-election.

Barry W. Ridings serves as Lead Independent Director. Five of the seven current directors are independent under NASDAQ listing rules (Artist, Lenz, Okediji, Ridings, Sweetnam); Koscal is the management director (CEO since June 15, 2026), and Grizzle — CEO until June 15, 2026 and now non-executive Chair — is not independent.

Ages, committee assignments, and director-since dates as listed in the 2026 DEF 14A; the re-election outcome from the May 21, 2026 Annual Meeting 8-K (Item 5.07); the June 15, 2026 Koscal directorship per the April 28, 2026 CEO-succession 8-K. The May 21, 2026 virtual Annual Meeting re-elected the six then-remaining directors to one-year terms; Koscal joined as the seventh director on June 15, 2026 (no Class I/II/III staggering — Republic adopted an annually-elected board structure at the merger close, diverging from Mesa's pre-merger classified structure). Independence determinations: NASDAQ Listing Rule 5605 for general independence and committee membership.

Voting structure

Republic Airways Holdings has a single class of common stock; each share carries one vote. As of the March 27, 2026 record date, there were 46,829,476 shares outstanding (post-merger, post-15-for-1-reverse-stock-split). Cumulative voting is not permitted with respect to the election of directors or any other matter at the Annual Meeting.

Annually-elected board, not classified. All directors stand for one-year terms expiring at each Annual Meeting. At the May 21, 2026 Annual Meeting, stockholders re-elected six directors (Grizzle, Artist, Lenz, Okediji, Ridings, Sweetnam) to one-year terms; Glenn Johnson retired and did not stand for re-election. Matthew Koscal joined as the seventh director on June 15, 2026 upon becoming CEO. This is the most distinctive structural choice the post-merger entity made: Mesa Air Group had a classified three-class staggered board pre-merger, and Republic chose to consolidate to an annually-elected single-class structure at the merger close (per the post-merger amended and restated certificate of incorporation; merger 8-K Item 5.03).

Majority-vote standard for uncontested elections. Director nominees in uncontested elections must receive more votes "for" than "against." Proxies received "for" or "against" any nominee are counted as votes; abstentions and broker non-votes do not count.

No Wexford-tied voting provision. Wexford Capital was Legacy Republic's controlling shareholder pre-2017 IPO and through the 2017 take-private, but the post-merger DEF 14A's beneficial-ownership table does not include Wexford in the 5%+ holder list; the 2017 take-private and the eight-year private-company restructuring concluded the Wexford ownership chain.

Source: 2026 DEF 14A, Proposal No. 1 (Election of Directors) and the “Voting Rights” section.

5%+ beneficial holders

Republic's beneficial-ownership table is structurally distinctive: three of the six 5%+ holders are airline customers — United, American, and Delta — which together hold a combined 57.7% of the post-merger common stock. The shares were issued as part of the merger consideration and are tied to capacity-purchase agreements under which Republic flies regional flights as American Eagle, Delta Connection, and United Express. The remaining three 5%+ holders are Contrarian Capital Management, Embraer (the regional-jet OEM whose aircraft make up the operating fleet), and Owl Creek Asset Management.

All directors and executive officers as a group: 1,390,729 shares, or 3.0% of common stock outstanding. Source: 2026 DEF 14A, page 47 (beneficial-ownership table).

Notable departures

The November 25, 2025 merger close was a structural reset of the executive-officer roster: every pre-merger Mesa-side officer resigned at closing, and five of seven Mesa-side directors departed at the same time. Bryan Bedford retired earlier (July 2, 2025) before the merger close, anticipating his Senate confirmation as FAA Administrator on July 9, 2025.

Sources: November 25, 2025 merger-completion 8-K (Item 5.02 disclosures of Mesa-side officer and director resignations and Legacy-Republic-side post-merger officer reconstitution); Republic IR press release dated July 2, 2025 for Bedford's retirement and the Grizzle → Bedford CEO succession; Senate Roll Call No. 339 (July 9, 2025) for Bedford's FAA confirmation. The June 15, 2026 Grizzle → Koscal CEO transition is not surfaced here because Grizzle did not depart — he resumed the non-executive Chair role the same date; the row is in the CEO transition history section instead.