Wheels Up Experience Inc.

The Company’s director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align the directors’ interests with those of our stockholders. Under our director compensation program, we reward non-employee directors in the form of a combination of cash retainer fees, equity incentive awards granted under the Amended and Restated 2021 LTIP and flight hours, as set forth below. Directors who are our employees, or who are or were employees of Delta, CK Wheels or CIH or their respective affiliates during 2024 (each such director, a “Non-Compensated Director”) did not receive any compensation for their service on the Board during 2024, and any reference to director compensation entitlements below will be deemed to exclude such directors. The Board has approved our director compensation program and reserves the right to adjust the director compensation program at any time, including with respect to the amounts and terms of cash retainers, equity awards and flight hours.

Cash Retainers

Each director that is not a Non-Compensated Director (each, an “Eligible Director”) is eligible to receive an annual cash retainer in the amount of $50,000 for general availability and participation in meetings and conference calls of the Board. Additional amounts will also be payable for services performed as the Chairperson of the Board or for serving as a Board Committee Chair, as set forth in the table below. All cash retainers are paid in quarterly installments following the annual meeting of stockholders each year. Retainers for the Chairperson of the Board and each Board Committee Chair, to the extent such director is an Eligible Director, are in addition to the annual retainer for Board membership. No additional compensation will be paid for attending individual committee meetings of the Board. Unless otherwise determined by the Board, any cash retainers will be prorated for any partial year of service.

Equity Awards

Each Eligible Director is eligible to receive an annual award of RSUs having an aggregate fair market value (as determined in accordance with the Amended and Restated 2021 LTIP) of $175,000 as of the grant date. RSUs granted to our directors generally vest in full by the date of the next annual meeting of stockholders. The Board, in its discretion, may approve a grant of RSUs for any newly appointed Eligible Director, which grant will be prorated for any partial year of service. The Company and the Board elected to forego grants of equity incentive awards during 2023, but in January 2024, the Board approved cumulative “catch-up” grants of RSUs to each of Messrs. Adelman, Armstrong and Moak in connection with their service as directors during the 2023-2024 Board service year, which vested in full as of the Company’s 2024 annual meeting of stockholders.

Flight Hours

Each Eligible Director will be entitled to annual flight hours having a total value equal to $84,400, which is intended to be equivalent to 25 flight hours on a King Air 350i aircraft. If an Eligible Director flies on a different cabin class, the total value of the flight hours available for future use is reduced by the applicable hourly rate for the cabin class actually flown. To the extent such director is an Eligible Director, five additional flight hours will also be awarded to the Chairperson of the Board and to each Board Committee Chair. Flight hours have historically been deposited on an annual basis and the annual period for grants of flight hours commences on the date of the Company’s annual meeting of stockholders and ends on the day immediately preceding the next annual meeting of stockholders. Any flight hours not utilized in the year in which granted may be carried over to subsequent years, including after the resignation of a director so long as the former director remains a member in good standing under a Wheels Up membership program.

In addition, we reimburse directors for reasonable and necessary out-of-pocket expenses incurred in attending Board and committee meetings or performing other services in their capacities as directors. For purposes of attending Board or committee meetings, directors may also use Company aircraft or receive reimbursement for other travel methods.

62 Wheels Up Experience Inc. Proxy Statement and Notice of 2025 Annual Meeting of Stockholders

DIRECTOR COMPENSATION (continued)

Board Aircraft Services

Given the nature of our business, we expect our directors to utilize our services for personal benefit as a way to help promote, increase and maintain the Wheels Up brand. Accordingly, we allow all directors to acquire Wheels Up’s products and services, including additional flight hours, aircraft purchase commissions and aircraft management services, at a price determined by the Board, but at amounts we calculate to be not less than the then-current direct operating cost to us. Prior to the sale of our aircraft management business in September 2023, the Board previously authorized us to offer aircraft management services to directors.