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 less than a year — the most consequential governance event in the post-merger entity's brief life. The current officeholder, David Grizzle, will step down on June 15, 2026 in favor of President and Chief Commercial Officer Matthew J. Koscal; Grizzle remains Chairman in the non-executive capacity post-transition. The departing 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

Six executive officers as of the November 25, 2025 merger close, all from Legacy Republic; every pre-merger Mesa officer (CEO Jonathan Ornstein, CFO Mike Lotz, GC Brian Gillman) resigned at closing. Ages and titles per the November 25, 2025 merger-completion 8-K (Item 5.02 disclosure of post-merger officer reconstitution) and the 2026 DEF 14A proxy statement. Click any row for the bio detail.

Six named executive officers as of the November 25, 2025 merger close. All six came from Legacy Republic; every pre-merger Mesa-side officer departed at closing (see Notable departures). The 2026 DEF 14A names 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 post-merger

Seven directors as of the November 25, 2025 merger close: six from Legacy Republic plus Ellen N. Artist (Mesa Board since 2011, the only continuing Mesa-side director). 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).

Glenn S. Johnson, Audit Committee chair and audit-committee financial expert since the merger close, announced his retirement on April 8, 2026 and will not stand for re-election at the May 21, 2026 Annual Meeting; the proxy nominates the remaining six directors for one-year terms. The post-transition board returns to seven seats on June 15, 2026 when Matthew Koscal joins as a director (alongside assuming the CEO role).

Barry W. Ridings serves as Lead Independent Director. Five of seven current directors are independent under NASDAQ listing rules (Artist, Johnson, Lenz, Okediji, Ridings, Sweetnam); only Grizzle (CEO) is a management director.

Ages, committee assignments, and director-since dates as listed in the 2026 DEF 14A. The May 21, 2026 virtual Annual Meeting will re-elect the six remaining directors to one-year terms (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. The 2026 proxy nominates six directors (Grizzle, Artist, Lenz, Okediji, Ridings, Sweetnam) for one-year terms; Glenn Johnson is retiring and not standing for re-election. 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 pending Grizzle → Koscal CEO transition (effective June 15, 2026) is not surfaced here because Grizzle remains as Chairperson; the row is in the CEO transition history section instead.